0000912057-02-027386.txt : 20020715 0000912057-02-027386.hdr.sgml : 20020715 20020715172841 ACCESSION NUMBER: 0000912057-02-027386 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20020701 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIQUINT SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000913885 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 953654013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22660 FILM NUMBER: 02703379 BUSINESS ADDRESS: STREET 1: 2300 NE BROOKWOOD PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036159000 MAIL ADDRESS: STREET 1: 2300 NE BROOKWOOD PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 8-K 1 a2084149z8-k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1, 2002

TRIQUINT SEMICONDUCTOR, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-22660	95-3654013
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

	2300 NE Brookwood Parkway
	Hillsboro, OR 97124
	(Address of principal executive offices)


	(503) 615-9000
	(Registrant’s telephone number, including area code)

Item 2. Acquisition or Disposition of Assets.

(a) On July 1, 2002 (the “Closing Date”), TriQuint Semiconductor, Inc. (“TriQuint”), finalized the acquisition of Infineon Technologies AG’s (“Infineon”) gallium arsenide semiconductor business (“Infineon’s GaAs Business”) pursuant to an Amended Sale and Transfer Agreement between Infineon, Infineon Technologies North America Corp., TriQuint and TriQuint GmbH dated as of April 29, 2002 (the “Agreement”). The acquisition of Infineon’s GaAs Business (“Acquisition”) will be accounted for as a purchase.

As of the Closing Date, TriQuint paid Infineon EUR 50.0 million, of which EUR 5.0 million is held in a one year warranty reserve. Pursuant to the Agreement, Infineon may earn up to an additional EUR 74 million over a 24-month period based upon revenues generated by Infineon’s GaAs Business, for an aggregate purchase price of EUR 124.0 million.

The purchase price and other terms of the transaction were determined by arms-length negotiations between TriQuint and Infineon. Prior to the Closing Date of the Acquisition, none of TriQuint, its affiliates, officers or directors, had any material relationship with Infineon or any affiliate, officer or director of Infineon.

The above description of the Acquisition is a summary only. A copy of the Amended Sale and Transfer Agreement, the Interim Supply Agreement by and between TriQuint and Infineon dated July 1, 2002 (the “Interim Supply Agreement”), the Side Letter to the Interim Supply Agreement dated July 1, 2002, the Cooperation Agreement by and between TriQuint and Infineon dated July 1, 2002, the Transition Services Agreement by and between TriQuint and Infineon dated July 1, 2002, the Basic Supply Agreement Relating to the Supply of Highly Reliable Semiconductor Products and Assignment of Customer Contracts by and between TriQuint and Infineon dated July 1, 2002, the Backend Foundry Agreement by and between TriQuint and Infineon dated July 1, 2002 (the “Backend Foundry Agreement”), the Side Letter to the Backend Foundry Agreement dated July 1, 2002 and the Interim Lease Agreement by and between TriQuint and Infineon dated April 22, 2002 are filed herewith as Exhibits 2.1, 2.1.1., 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.1.6, 2.1.7 and 2.1.8, respectively, and describe the terms of the Acquisition. Such exhibits are incorporated herein by reference.

(b) Prior to the Acquisition, Infineon’s GaAs Business was a provider of design and manufacturing of GaAs products. TriQuint intends to continue to use this business in the same capacity over the next 12 months utilizing the Interim Supply Agreement, then transferring the manufacturing processes to its Oregon facility. At the present time, TriQuint does not have any plans to close the design center.

Item 7. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

TriQuint will file financial information by amendment to this report as soon as possible, but not later than sixty days after the date that this report was required to be filed initially.

(b) Pro forma financial information.

TriQuint will file financial information by amendment to this report as soon as possible, but not later than sixty days after the date that this report was required to be filed initially.

Exhibit		Description

2.1*		Amended Sale and Transfer Agreement between Infineon Technologies AG, Infineon Technologies North America Corp., TriQuint Semiconductor, Inc. and TriQuint GmbH dated as of April 29, 2002

2.1.1*		Interim Supply Agreement by and between and Infineon Technologies AG dated July 1, 2002

2.1.2*		Side Letter to the Interim Supply Agreement dated July 1, 2002

2.1.3*		Cooperation Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.4		Transition Services Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.5*		Basic Supply Agreement Relating to the Supply of Highly Reliable Semiconductor Products and Assignment of Customer Contracts by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.6*		Backend Foundry Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.7*		Side Letter to Backend Foundry Agreement dated July 1, 2002

2.1.8*		Interim Lease Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

* A request for confidential treatment of certain portions of such agreement has been submitted to the Securities and Exchange Commission with respect to such exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the above exhibits have been omitted. The Registrant agrees to supplementally furnish such schedules upon request of the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

July 12, 2002

By:

/s/ Raymond A. Link

Raymond A. Link

Vice President, Finance and Administration,

Chief Financial Officer and Secretary

Index to Exhibits

Exhibit		Description

2.1*		Amended Sale and Transfer Agreement between Infineon Technologies AG, Infineon Technologies North America Corp., TriQuint Semiconductor, Inc. and TriQuint GmbH dated as of April 29, 2002

2.1.1*		Interim Supply Agreement by and between and Infineon Technologies AG dated July 1, 2002

2.1.2*		Side Letter to the Interim Supply Agreement dated July 1, 2002

2.1.3*		Cooperation Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.4		Transition Services Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.5*		Basic Supply Agreement Relating to the Supply of Highly Reliable Semiconductor Products and Assignment of Customer Contracts by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.6*		Backend Foundry Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

2.1.7*		Side Letter to the Backend Foundry Agreement dated July 1, 2002

2.1.8*		Interim Lease Agreement by and between TriQuint Semiconductor, Inc. and Infineon Technologies AG dated July 1, 2002

EX-2.1 3 a2084149zex-2_1.htm EXHIBIT 2.1

Exhibit 2.1

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Amended Sale and Transfer Agreement

between

Infineon Technologies AG, Munich, Germany

hereinafter: “Infineon”

Infineon Technologies North America Corp., San Jose, California, USA

hereinafter: “Infineon US”

(Collectively “Sellers”)

a n d

TriQuint Semiconductor, Inc.,

hereinafter: “TriQuint”

TriQuint Semiconductor GmbH

hereinafter: “Purchaser”

AMENDED SALE AND TRANSFER AGREEMENT

This Agreement, amended and restated, and dated as of April 29, 2002, by and among Infineon Technologies AG, Munich, Germany (Infineon) and Infineon Technologies North America Corp, San Jose, California, USA (Infineon US) (collectively “Sellers”), and TriQuint Semiconductor, Inc. (TriQuint) and TriQuint Semiconductor GmbH (Purchaser). Sellers, TriQuint, and Purchaser together are called “parties”; each of the separate Sellers is a “Seller”. “Seller.”

This Agreement amends and restates the Sale and Transfer Agreement dated as of April 29, 2002, between the parties (in which Purchaser was incorrectly designated as “TriQuint GmbH”).

The parties agree as follows:

1. Definitions.

1.1 Affiliates of a party are companies defined as companies associated with that party (“Verbundene Unternehmen”) within the meaning of Sections 15 et seq. AktG.

1.2 Agreement means this Amended Sale and Transfer Agreement, with its appended exhibits and schedules.

1.3 Ancillary Parts means supporting means, terminal members, leads, envelope means for surrounding and protecting Galliumarsenide Devices and any means included within or unitary with such envelope means.

1.4 Circuitry means the scheme according to which a certain number of identifiable components are to be connected together electrically to effect a certain electrical function, such Circuitry to be incorporated in an integrated circuit.

1.5 Competitive Activity shall mean development, design, device-modelling, production, production line preparation or design, testing, technical marketing and/or product marketing of the Hi Rel Devices, Galliumarsenide Devices (as defined for purposes of the Vanessa Transferred Business) or processing of Galliumarsenide Wafers, provided, however, that none of the following shall be deemed to be Competitive Activities:

1.5.1 Resale of Third Party Products. The resale of Galliumarsenide Devices or Hi Rel Devices bought by Infineon or its Affiliates from TriQuint, or from a third party where TriQuint cannot or will not provide such Galliumarsenide Devices or Galliumarsenide Wafers to Infineon at such terms and prices as agreed in or under the procedures of separate supply agreements with TriQuint, such as Exhibit 2.6.1(c) or such other agreements as may be negotiated from time to time.

1.5.2 Production for Interim Agreements. The production of Galliumarsenide Devices as is contemplated and required by the Interim Supply Agreement (Exhibit 2.6.1(b)) and the Process Transfer Plan ((Schedule 2.6.1(e)), during the periods there contemplated, or the production of Hi Rel Devices as is contemplated and required by the Hi Rel Agreement (Exhibit 2.6.1(f)), during the periods there contemplated. However, Infineon shall not maintain a production line for Galliumarsenide Devices or Hi Rel Devices after the respective periods there contemplated.

1.5.3 Combination Products. The development, design, device-modelling, manufacturing, testing, technical marketing, product marketing, distribution and/or sale of systems solution product by IFX that include Galliumarsenide Devices, where the included Galliumarsenide Devices are developed as application specific products that are specifically designed for use in products, e.g. multi chip modules, to be produced and sold by Infineon and/or its Affiliates and which include significant functionality beyond that of the Galliumarsenide Devices included therein (hereinafter referred to as Combination Products); including the joint development, design, device-modelling by Infineon and/or its Affiliates together with third parties of Combination Products to be sold by Infineon, its Affiliates or distributors; where TriQuint cannot or will not provide such Galliumarsenide Devices at market required perfomance performance and such terms and prices as defined in the System House Agreement (Exhibit 2.6.1(c).) 2.6.1(c)).

1.5.4 Spare Parts. The distribution and/or sale of Galliumarsenide Devices which are spare-parts to Combination Products.

1.5.5 Foundry Services by TriQuint. The design, device-modelling, sale, marketing, and/or distribution of Galliumarsenide Devices or Hi Rel Devices purchased from TriQuint or TriQuint’s Affiliates under Foundry Services Agreements, if entered into.

1.5.6 Nontransferrable Obligations. The fulfillment of nontransferrable obligations by Infineon and its Affiliates under the contracts listed on Schedule 2.10.3.

1.5.7 Sales to Distributors. The sale of GalliumArsenide Devices or Hi Rel Devices to distributors listed in Schedule 1.5.7 under the procedures of Section 2.5.2.

1.6 Earnout Revenues are revenues TriQuint (including all subsidiaries) realizes from the sale of Vanessa Originated Products in the twelve month period beginning October 1, 2002 and ending September 30, 2003, and from the sale of Vanessa Related Products in the twelve month period beginning October 1, 2003 and ending September 30, 2004, as further specifically calculated as described in Section 4 of this Agreement.

1.7 Effective Date is the date and time at which all conditions to closing in this Agreement have been fulfilled or waived in writing.

1.8 Galliumarsenide Device means a device consisting primarily of at least one die of Galliumarsenide (GaAs) material having a plurality of electrodes associated therewith, whether or not said die consists of a single GaAs material or of a multiplicity of such materials, and whether or not said die includes one or more layers or other regions (constituting substantially less than the whole of said die) of a material or materials which are of a type other than GaAs material, e.g. deposited InGaP or AlGaAs; and, if provided as a part thereof, said device includes all Ancillary Parts.

1.9 Galliumarsenide Wafer shall mean a continuous, thin body of GaAs Material containing more than one unsevered GaAs Die.

1.10 Hi Rel Devices Hi Rel Devices shall mean RF-devices, including diodes for RF-applications, manufactured expressly for markets in which extraordinary ruggedness and high reliability under extreme environmental, electromagnetic, or other conditions is a priority, e.g., for space and military applications. Hi Rel Devices include specifically those listed in Schedule 1.10, which are currently manufactured by Infineon. For sake of clarity, HiRel Devices does not include any devices for automotive, industrial or consumer applications.

1.11 Interim Agreements are those agreements identified in Section 2.6.1.

1.12 Know-How is all know-how belonging to Infineon or Infineon US, or which Infineon or Infineon US have the right to use and transfer or license, which is available within the Vanessa Transferred Business and used for the products and business thereof and which is in existence on the Effective Date, including but not limited to Galliumarsenide Know-How, customer requirements documentation, design and method documentation, and other intangible items which are not subject to any special intellectual property right protection.

1.12.1 Galliumarsenide Know-How shall mean all process and technology documentation consisting of process descriptions, work instructions, process recipes including the respective machine settings and parameters, test specifications, epitaxial layer specifications, all documents regarding the production part approval process including the process flows, control plans, potential failure mode and effect analysis, studies for process capabilities and measurement systems, the documentation of the respective process development; and all Product Development Documentation including the respective mask set descriptions, circuit diagrams, layout & design documentation, simulation files, and the respective product specification documentation, and all product test documentation and test files and procedures for production test, warranty return test, factory acceptance or other customer acceptance test, and the like, for all products within the scope of the Vanessa Transferred Business.

1.13 Permitted Liens are any retention of title in the tangible Vanessa Assets by third parties in the ordinary course of business listed in Schedule 1.13 and any non-exclusive licenses granted under the Know-How or the Property Rights.

1.14 Parties are Sellers, TriQuint and Purchaser collectively.

1.15 Property Rights are patents, patent applications, and inventions that have been reduced to the form of invention disclosures.

1.16 Vanessa Assets consist of the tangible assets Sellers commit to transfer in Section 2.2; the intellectual property assets or rights that Sellers commit to transfer or grant in Section 2.3 and Section 2.9; the Current Agreements and customer information described in Section 2.5 (or for nontransferrable Current Agreements, the rights under them as described in Section 2.5.5), and the agreements concerning competition and employee solicitation contained in Section 2.10.

1.17 Vanessa Workforce consists of the employees identified in Section 2.8.1, 2.8.5, and 2.8.6.

1.18 Vanessa Licensed Business shall include the development, design, device modelling, processing, technical marketing, product marketing, marketing, sales, and support of Galliumarsenide Devices and Hi Rel Devices.

1.19 Vanessa Transferred Business is the business activities of Infineon and Infineon US within the scope of the Vanessa Licensed Business, but with these limitations:

1.19.1 Distribution and Sales Forces Excluded. The Vanessa Transferred Business does not include any distribution and/or sales forces.

1.19.2 Galliumarsenide Devices and Hi Rel Devices further limited. For the purpose of the term Vanessa Transferred Business, the included terms Galliumarsenide Devices and Hi Rel Devices shall be limited as follows:

(a) Limitation by Inclusion. The term Galliumarsenide Devices shall include only discrete devices and analog integrated circuits (IC's) including Circuitry (hereinafter defined) based on p-High Electron Mobility Transistor Technology (p-HEMT), Metal Semiconductor Fieldeffecttransistor Technology (MESFET) and Heterojunction Bipolar Transistor Technology (HBT) for RF-applications, e.g. Cellular-, Satellite- and Radar-applications, and Cable-TV-applications, and include only Galliumarsenide Know-How.

(b) Limitation by Exclusion. The terms Galliumarsenide Devices and Hi Rel Devices shall exclude any discrete and/or integrated sensors, e.g. Hall-sensors, and any discrete devices and/or integrated circuits (IC's) for optoelectronic applications, e.g. vertically emitting laserdiodes (VCSEL). The Vanessa Transferred Business excludes the production and the testing of any wafers, except to the extent defined in the Process Transfer Plan. It also excludes any manufacturing or testing equipment (except the manufacturing equipment listed in Schedule 2.2) and/or know-how for testing of any wafers, and know-how for assembling of any die, especially any packaging equipment and/or know how, except as contemplated in the Backend Process Agreement ((Exhibit 2.6.1(g)).

1.20 Vanessa Liabilities means the liabilities Purchaser agrees to assume under Section 2.4.

1.21 Vanessa Originated Products and Vanessa Related Products: Vanessa Originated Products are the Infineon products currently shipping, and still in the design process, that are listed on Schedule 1.21 and in Schedule 1.10. Vanessa Related Products are all other TriQuint-originated parts and components (active or passive) that TriQuint or any of its Affiliates sells to customers for use in a design that incorporates Infineon wireless chipsets.

2. Subject Matter of the Sale.

2.1 Transfer of Vanessa Assets and Hiring of Vanessa Workforce. Subject to and upon the terms and conditions of this Agreement Sellers shall transfer the Vanessa Assets, with effect from Effective Date, to TriQuint or Purchaser. That transfer shall take place through delivery and where necessary or appropriate recording of bills of sale or other transfer documents in the form attached as Schedule 2.1. Also on the Effective Date, Purchaser shall assume responsibility for the employees and commitments to the employees who are part of the Vanessa Transferred Business (“Betriebsteil”) in Germany as set forth in Schedule 2.8 (or such subset of them as does not exercise opt out rights under 613aBGB before close), and TriQuint or Purchaser shall offer employment to the other employees identified in Section 2.8. At the Effective Date, Purchaser will accept such transfer. Licenses and transfer of rights under Sections 2.3.2, 2.3.3, 2.3.4, and 2.3.5; transfer of liabilities under Section 2.4, transfer of contracts under Section 2.5; and the Hi Rel Agreement (Exhibit 2.6.1(f)); all as they relate solely to the Hi Rel portion of the Vanessa Transferred Business will take effect as of the effective date on which the Hi Rel closing takes place.

2.2 Transfer of Vanessa Tangible Assets. The Sellers will sell to TriQuint or Purchaser their tangible assets listed in Schedule 2.2 (“the Vanessa Tangible Assets”) with effect from Effective Date. Schedule 2.2a contains the Vanessa Tangible Assets to be purchased by TriQuint from Infineon, Schedule 2.2b contains the Vanessa Tangible Assets to be purchased by TriQuint from Infineon US, and Schedule 2.2c contains the Vanessa Tangible Assets to be purchased by Purchaser from Infineon. Before the Effective Date, TriQuint may redirect title to these assets among itself and its Affiliates, by Notice to Infineon. Schedule 2.2 shall be reconciled through the procedures of Section 2.2.3, at the option of either party.

2.2.1 Timing of Title Transfer and Delivery. The Parties hereby agree that title and all other rights incident to ownership of the Vanessa Tangible Assets shall pass to TriQuint or Purchaser, at the Effective Date. To the extent that Permitted Liens affect the Vanessa Tangible Assets, the corresponding contingent rights shall be transferred to TriQuint or Purchaser, at the Effective Date. For Vanessa Tangible Assets that are on sites covered by the Interim Lease Agreements, Sellers shall place Purchaser in possession of the Vanessa Tangible Assets at the Effective Date on their respective sites at the places identified in the Interim Lease Agreements. Vanessa Tangible Assets identified in the Process Transfer Agreement shall be handled as that Agreement contemplates, except no assets will transfer before the Effective Date without Infineon’s written consent.

2.2.2 Commitment to Further Acts. If and in so far as the transfer of title under this Article 2 requires further acts, the Parties shall undertake such by the Effective Date.

2.2.3 Option for Final Inventory; Effect of Not Taking Inventory. Either Infineon or TriQuint may elect to have representatives of each of Infineon and TriQuint conduct a final inventory prior to the Effective Date, which process shall include appropriate marking of transferred assets, and where necessary, collection of such assets into the space identified in the Interim Lease Agreements (Exhibit 2.6.1(a).) If that final inventory is performed, Schedule 2.2 shall be reconciled against the results of the inventory (taking into account assets on Schedule 2.2 that are held by third parties, or held in locations outside the space identified in the Interim Lease Agreements.) In that case the reconciled inventory value shall control. If neither party elects to perform a final inventory, then the tangible assets actually in the sites controlled by the Interim Lease Agreements, together with tangible assets on Schedule 2.2 that are held by third parties, or held in locations outside the space identified in the Interim Lease Agreements, shall be regarded as delivered at the Effective Date and as thereafter belonging to Purchaser or TriQuint, as TriQuint directs, and any discrepancy (positive or negative) between the equipment actually on the sites, or its value, and the equipment listed in Schedule 2.2 (except as to assets on Schedule 2.2 that are held by third parties, or held in locations outside the space identified in the Interim Lease Agreements) shall be considered waived by both parties. The parties shall cooperate with each other in scheduling and access so that the inventory here contemplated will be completed by three days before the Effective Date.

2.2.4 Price. The Vanessa Tangible Assets as finally reconciled by audit (as described in Section 2.2.3) shall be valued for purposes of transfer as shown on Schedule 2.2.

2.3 Assignment and Transfer of Vanessa Intangible Assets; Licenses.

2.3.1 Property Rights Transferred. Infineon will assign and transfer to TriQuint or Purchaser (as shown on Schedule 2.3.1), or to another TriQuint Affiliate if designated by TriQuint before the Effective Date, with effect as of the Effective Date, the title to the Property Rights listed in Schedule 2.3.1. TriQuint will accept the assignment and transfer on the Effective Date.

(a) Additional Steps. Infineon shall, if requested by TriQuint, either at the Effective Date or after, render any declarations and take any steps which are necessary in order to effect the registration of the Property Rights in TriQuint’s name, at TriQuint’s expense for out-of-pocket costs.

(b) Prosecution Files. Following the Effective Date, Infineon shall cause all correspondence and prosecution history for the transferred patents, including Infineon internal files with respect to them, to be transferred to TriQuint or its patent counsel, as TriQuint directs. Infineon shall further make its patent counsel reasonably available by telephone to assist in transition matters.

2.3.2 Property Rights Licensed. Infineon will grant, with effect as of the Effective Date, to TriQuint and its Affiliates, the irrevocable, non-transferrable (except as noted below), non-exclusive, world-wide, royalty-free right and license, to the Property Rights listed on Schedule 2.3.2 to use, make, have made, design, have designed, develop, maintain, import, export, sell, market, or otherwise dispose of products within the field of the Vanessa Licensed Business. However, this license with respect to issued patents shall be limited as follows: with respect to circuit patents, to parts made on Galliumarsenide Wafers; and with respect to process patents, to processes involving Galliumarsenide Wafers. TriQuint and its Affiliates may sublicense these licensed rights to third party acquirors of assets that are within the field of the Vanessa Licensed Business, to the extent necessary for the use of those assets. For example, if TriQuint later sells its pHEMT process, and a patent licensed hereunder is necessary to enable the acquiror to use that process as TriQuint used it, TriQuint may sublicense that right. TriQuint and its Affiliates shall additionally be entitled to grant non-exclusive sublicenses to their customers in respect of those Property Rights which relate to the application of the products within the field of the Vanessa Licensed Business sold by TriQuint and/or its Affiliates. TriQuint may also transfer the right and license here granted to a third party who acquires substantially all of TriQuint’s assets and operations.

2.3.3 Know-How Transferred and Licensed. Infineon and Infineon US will assign and transfer to TriQuint, with effect as at Effective Date, their respective Know-How that exists exclusively within the portions of Sellers’ business within the scope of the Vanessa Transferred Business. With respect to their Know-How that has been used by Sellers and is existent within the scope of the Vanessa Transferred Business, but not exclusively within such scope, Infineon and Infineon US will, as of the effective date, grant TriQuint and its Affiliates a non-exclusive, royalty free, transferable, sublicensable, worldwide right and license to use and exploit all such Know-How, without restriction in terms of time, geographical area and subject-matter, in all forms of usage and exploitation, known now or hereafter, including the right to revise and otherwise modify all such Know-How. Infineon and TriQuint agree that title to all documentation relating to the licensed Know-How which exists within the premises and the workshops of the Vanessa Transferred Business on the Effective Date, shall pass to Purchaser with economic effect as at the Effective Date. TriQuint will accept such assignment.

2.3.4 Software. Possession of all copies of software resident on computers, networks, servers, and other information subsystems transferred as part of the Vanessa Tangible Assets will pass to Purchaser on the Effective Date. A list of third party software contained on such subsystems is attached as Schedule 2.3.4, in subsections as described below.

(a) Vanessa Transferred Business Specific Third Party Software. Infineon has acquired or licensed the software listed in Schedule 2.3.4 (a) expressly for the Vanessa Transferred Business. Infineon will transfer Infineon’s right to use that software to TriQuint and its Affiliates, as of the Effective Date.

(b) Other and General Purpose Third Party Software. In the Vanessa Transferred Business, the other and general purpose third party software listed in Schedule 2.3.4 (b) are used. TriQuint and/or its affected Affiliate(s) have in place, or

will have in place by the Effective Date, appropriate licenses to all such third party software, or to the extent it lacks such licenses, TriQuint and its affected Affiliate will be responsible immediately to delete such software from the transferred systems.

(c) Infineon Proprietary Software. To the extent the software that passes with the information subsystems also includes Infineon proprietary software, as of the Effective Date Infineon will either assign such software and its copyright to TriQuint or its designated Affiliate (if the software is exclusively used in the Vanessa Transferred Business) or will grant TriQuint and its Affiliates a non-exclusive, royalty free, transferable, sublicensable, worldwide right and license to use and exploit all such software, without restriction in terms of time, geographical area and subject-matter, in all forms of usage and exploitation, known now or hereafter, including the right to revise and otherwise modify all such software. TriQuint for itself and its Affiliates will accept such transfer or license.

2.3.5 Other Copyrightable Material. There exist within the Vanessa Transferred Business other creations which can be protected by copyright and to which the copyright is owned by Sellers, particularly but without limitation system designs, IC specifications, circuit designs and layouts, documentation of various kinds related to the Vanessa Transferred Business, function blocks and system architectures (hereinafter “Materials”). Infineon and Infineon US will assign and transfer to TriQuint or its designated Affiliate, with effect as at Effective Date, the copyright and title to all copies of their respective Materials that are used exclusively within the Vanessa Transferred Business. With respect to their Materials that have been used and is existent in the Vanessa Transferred Business, but not exclusively there, Infineon and Infineon US will, as of the Effective Date, grant TriQuint and its Affiliates a non-exclusive, royalty free, transferable, sublicensable, worldwide right and license to use and exploit those Materials, without restriction in terms of time, geographical area and subject-matter, in all forms of usage and exploitation, known now or hereafter, including the right to revise and otherwise modify all such Materials, and will transfer the copies of such Materials that exist within the information systems or on the premises of the Vanessa Transferred Business. TriQuint for itself and its Affiliates will accept the grant of these rights.

2.3.6 Third Party Rights. If any of the embodiments of the Software or any item of the Materials or Know-How are in the possession of third parties, the delivery shall be replaced by Infineon assigning its claims to surrender to TriQuint or its designated Affiliate on the Effective Date. TriQuint will accept the assignments.

2.3.7 Protective Clauses.

(a) Covenants Not to Sue. TriQuint for itself and its Affiliates and successors covenants that it shall not sue Infineon, its Affiliates, or its direct or indirect customers, based on a claim that Infineon or its Affiliates, or its direct or indirect customers in the use of devices supplied by Infineon or its Affiliates or successors, have used intellectual property transferred or licensed to TriQuint hereunder outside the scope of the Vanessa Covenant Business. TriQuint for itself and its Affiliates and successors covenants that it shall not sue Infineon, its Affiliates, or its direct or indirect customers, based on a claim that Infineon or its Affiliates, or its direct or indirect customers in the use of devices supplied by Infineon or its Affiliates or successors, have used intellectual property transferred or licensed to TriQuint hereunder for purposes permitted under Sections 1.5.2, 1.5.6 and 1.5.7. The Vanessa Covenant Business is the same as the Vanessa Licensed Business, provided that the definition of Galliumarsenide Devices used for it shall be limited as provided in Section 1.19.2. Infineon for itself and its Affiliates and successors convenants that it shall not sue TriQuint or its Affiliates or successors, based on a claim that TriQuint or its Affiliates, or its direct or indirect customers in the use of devices supplied by TriQuint or its Affiliates or successors, have used intellectual property belonging to Infineon or its Affiliates within the scope of the Vanessa Licensed Business.

(b) Residuals. Neither TriQuint nor its Affiliates shall have any liability to Infineon or any affiliate with respect to the use by any member of the Vanessa Workforce of residual knowledge retained by that individual in non-tangible form in his or her own memory as of the Effective Date, provided that this clause shall not entitle TriQuint to use any Property Rights or Materials not licensed hereunder, nor entitle TriQuint to use any Property Rights or Materials licensed hereunder beyond the scope of that license.

2.3.8 Acknowledgement of Third Party Rights. All rights granted to third parties prior to the grant of any rights and the effectiveness of any assignments or transfers under this Agreement shall remain unaffected by the respective right granted to TriQuint or Purchaser or the assignment or transfer to TriQuint or Purchaser. TriQuint and Purchaser understand that the patents transferred to TriQuint or Purchaser hereunder may be the subject of patent cross licenses, some of the parties to which are not necessarily known to Infineon (for example, because they may predate Infineon’s independent existence.) Infineon confirms that — to its reasonable knowledge — -the parties identified on Schedule 2.3.8 are not licensees of the transferred patents. Infineon will also respond to specific inquiries concerning other parties when asked by TriQuint, which responses may consist either of confirmation or denial that the identified other party holds a license to an identified transferred patent; or of a statement that Infineon lacks knowledge of any such license but that such a license may predate Infineon’s independent existence, or of a statement that Infineon is unable to comment due to confidentiality restrictions in place with the party identified, or due to other reasons.

2.3.9 Other Intellectual Property Used in Vanessa Transferred Business. If, in addition to the intellectual property rights transferred or licensed in Sections 2.3.1 to 2.3.7 above, there may also exist other intellectual property in any form which belongs to Sellers or any of them or which Sellers or any of them has the right to use and sublicense, and which has been used prior to the Effective Date within the Vanessa Transferred Business, Infineon and/or Infineon US will as of the Effective Date, to the extent they are entitled to do so without being obliged to make any additional payments to third parties, grant to TriQuint and its Affiliates the irrevocable, non-exclusive, worldwide right to use that intellectual property, solely within the field of the Vanessa Licensed Business. This shall not include the right to use the name “Infineon” or any trademarks owned or licensed to Infineon.

2.4 Transfer of liabilities and risks.

2.4.1 Liabilities Transferred. Infineon and Infineon US will transfer to the Purchaser with economic effect as of the Effective Date the following obligations, liabilities and risks:

(a) Liability under Assigned Contracts: All obligations and liabilities arising from the contracts which are to be taken over pursuant to Section 2.5.

(b) Employment Contract Liability: All obligations and liabilities arising from the employment contracts and worker’s council obligations which are to be taken over pursuant to Section 2.8 (including without limitation pension liabilities and Zeitsaldenkonto hours not paid down as provided for in Section 6.7);

(c) Other Liabilities: The warranty liability and products liability associated with the products listed on Schedule 1.10 and 1.21 that have been shipped by Infineon before the Effective Date.

The Purchaser will accept such transfer.

2.4.2 Management of Liability. With respect to the identified liabilities, the parties intend that the transfer here shown operates as a novation of the liability in Purchaser, and a release of the liability for Sellers (“schuldbefreiende Wirkung”). Whether or not the

third parties involved accept the assignments contemplated here as a novation and release of Sellers, Sellers shall have no further authority to compromise or pay such liabilities, and Purchaser shall hold Sellers harmless from them, in accordance with the indemnification provisions of this Agreement. TriQuint will be responsible for Purchaser’s financial ability to fund the liabilities to be transferred under this Section 2.4.2.

2.4.3 Exclusion of Other Liabilities. Except as defined in this Section 2.4, neither Purchaser nor TriQuint assumes any liabilities arising out of any event or transaction occurring prior to the Effective Date.

2.5 Current Agreements.

2.5.1 Vanessa-Unique Contracts. Sellers will transfer and assign to Purchaser, with economic effect as of Effective Date and with the effect of releasing Infineon and its Affiliates from any and all liability (“schuldbefreiende Wirkung”), any and all benefits, obligations, liabilities and risks from the contracts listed in Schedule 2.5.1, including without limitation any binding quotations and options for contracts listed in Schedule 2.5.1. Between the signature date on this Agreement and the Effective Date, Sellers will identify to Purchaser any new contracts any Seller wishes to enter, and to transfer, and the parties will confer to update both Schedule 2.5.1 and Schedule 6.12 as appropriate. This identification procedure during the period between signature on this Agreement and the Effective Date will be for information purposes only, with respect to sales and business in the ordinary course. Only with respect to material new commitments outside the ordinary course will TriQuint’s advance consent be required.

2.5.2 Infineon Corporate Contracts. The parties recognize that of the quotations and commitments described in Section 2.5.1, some (identified as such on Schedule 2.5.1) are made under Infineon corporate contracts that are partly unrelated to the Vanessa Transferred Business and that are not transferred under Section 2.5.1. The parties will work together in good faith to transfer the business relationships with end user customers represented by those quotes and commitments, to Purchaser and TriQuint. If necessary to satisfy the customers involved, Purchaser and TriQuint will fulfill the specific quotations and commitments under the general procedures of section 2.5.5 (provided that neither Purchaser nor TriQuint will be obligated to fulfill any commitments not identified on Schedule 2.5.1, as for example, volume purchase discount commitments otherwise applicable to Infineon corporate contracts). Infineon and its Affiliates will not quote further Vanessa Transferred Business parts under its Infineon corporate contracts after the signature date of this Agreement (except, until the Effective Date, under the procedures contemplated in Section 2.5.1). Further, Infineon has obligations with respect to the supply of parts listed on s Schedules 1.21 and 1.10, under Infineon corporate distributorship contracts listed on Schedule 2.5.2. Those contracts cannot, by their nature, be transferred to TriQuint, and Infineon has obligations under them to continue to supply at least some of the parts listed on Exhibit- Schedules 1.21 and 1.10 for periods ranging from one to six months after a notice that the part will no longer be available. These rules will apply to the Schedule 2.5.2 contracts:

(a) Termination of Supply. At or before the Effective Date, Infineon will give notice under the respective contracts that terminates the purchaser’s ability to acquire parts listed on s Schedules 1.21 or 1.10, in accordance with the requirements of the particular contract. The notice will refer those parties to TriQuint for inquiries regarding further supply, and copies will be provided to TriQuint as they are sent.

(b) Supply for Tail Period. Infineon may as necessary to comply with its contract obligations under distributorship contracts listed in Schedule 2.5.2, continue to supply parts listed on s Schedules 1.21 or 1.10 during the termination period associated with the particular contract.

(c) Reports. Infineon shall supply TriQuint with monthly reports, delivered within fifteen days following the last day of each calendar month after the Effective Date, that detail the parts delivered, and to which customer the parts have been delivered, under this Section 2.5.2.

(d) Credit against Purchase Obligation. For purposes of TriQuint’s obligation to order parts and for purposes of establishing whether minimum order obligations have been met under any of the Ancillary Agreements, parts delivered by Infineon under paragraph (b) above shall be credited to TriQuint, as if ordered by TriQuint from Infineon at the prices applicable between the parties, and as if delivered by Infineon to TriQuint on the date delivered to the Customer.

(e) Economic Credit for Margin. TriQuint shall receive, for each part sold under this Section 2.5.2, an amount equal to the price at which TriQuint would be able to purchase that part from Infineon as defined in Schedule 1(b) to the Interim Supply Agreement, which is itself Exhibit 2.6.1(b) to this Agreement. Unless the parties agree on a different mechanism, TriQuint shall collect those amounts through an offset (credit) it declares against amounts otherwise due Infineon under the Ancillary Agreement or this Agreement. To the extent amounts owing make it possible to do so, the credits will be declared against amounts owing under the Interim Supply Agreement (Exhibit 2.6.1(b).) 2.6.1(b)).

(f) End Customers. The parties will work together in good faith to transfer the business relationships with end user customers that distributor orders represent to Purchaser and TriQuint.

2.5.3 Vanessa Transferred Business Customer Records. Sellers shall deliver to Purchaser on the Effective Date records of Vanessa Transferred Business specific Customer relationships, to the extent those records have been, as a matter of standard business practice, kept within the systems resident on site in the Vanessa Transferred Business locations. To the extent Customer records relevant to the Vanessa Transferred Business are located elsewhere in Infineon or its Affiliates, Infineon will make copies of them available to TriQuint or Purchaser on request as needed, subject to Infineon’s right to impose reasonable confidentiality restrictions with respect to portions of records unrelated to the Vanessa Transferred Business.

2.5.4 Acceptance of Purchaser. The Purchaser will accept this transfer and assignment and will assume the benefits, liabilities, obligations and risks transferred under Section 2.5.1, as of the Effective Date.

2.5.5 Consent of Third Parties. The Parties shall use their best efforts to obtain the consent of third parties if such consent is necessary in order for the transfers referred to Section 2.5.1 to be effective, and in general to transfer the business relationships within the field of the Vanessa Transferred Business that the contracts, commitments and quotations listed on Schedule 2.5.1 represent. If any necessary consents are not granted or if it appears impracticable to obtain them, the Parties shall, within the internal relationship, conduct themselves in economic terms and also, if it is legally permissible to do so, in legal terms as if the third party had consented to the transfer of the contract as at the Effective Date. If legally permissible, this shall, in particular, mean that Purchaser shall perform and handle the relevant contracts in Sellers’ name but on its own account or that Seller shall grant licences to Purchaser in respect of the rights of usage and other rights granted to it in the relevant contracts.

2.5.6 Vanessa-Unique Contracts with Infineon AP. Infineon will undertake that its Affiliates will transfer at the Effective Date all contracts, which relate exclusively to the Infineon AP’s Vanessa Transferred Business and listed in Schedule 2.5.1. The stipulations of this Section 2.5 shall apply accordingly.

2.6 Ancillary Agreements.

2.6.1 Interim Agreements. As of the Effective Date the agreements attached hereto as Exhibits and/or Schedules 2.6.1(a) through 2.6.1(f) 2.6.1(g) (the Interim Agreements) shall come into effect, and Infineon and Purchaser or TriQuint, as appropriate, shall deliver its signature on each of them. Here is an abstract of those agreements. The text of the Ancillary Agreements alone binds the parties with respect to the matters they describe. These abstracts are not contractual or binding, but are placed here for reference only.

(a) Interim Lease Agreements, in form attached as Exhibit 2.6.1(a), and covering generally Sellers’ commitment to provide Purchaser with continuing access to the space in which the Vanessa Transferred Business has been conducted during a transition period, and Purchaser’s commitment (confirmed by TriQuint) to pay for those services and that space.

(b) Interim Supply Agreement, in form attached as Exhibit 2.6.1(b), and covering generally Seller’s commitment to supply the chips and packaged products thereon listed to TriQuint or its affiliates at the prices therein stated for a transitional period and TriQuint’s commitment to pay or cause its Affiliate to pay for those parts at those prices, and TriQuint’s commitment to order not less than EUR [***] of Galliumarsenide Devices from Infineon for delivery in the [***] period beginning on the Effective Date and ending [***] later.

(c) IFX Systems House Agreement, in form attached as Exhibit 2.6.1(c), covering generally an agreement between TriQuint and Infineon’s Wireless Systems House division concerning collaboration on future reference designs incorporating Vanessa Parts.

(d) Administrative Agreements, in form attached as Exhibit 2.6.1(d), covering generally Sellers’ commitment to supply IT services after the Effective Date.

(e) Process Transfer Plan, in form attached as Schedule 2.6.1(e), covering generally the timing of the removal and delivery of process equipment being acquired, and the timing and amount of consulting assistance to be provided by Infineon to TriQuint to insure smooth transfer, installation, and qualification of the Infineon pHEMT process being acquired at TriQuint’s US site.

(f) HiRel Supply Agreement, in form attached as Exhibit 2.6.1(f), covering generally Infineon’s commitment to supply tested and certified high reliability parts to TriQuint and its Affiliates, and TriQuint’s commitment to pay or to cause its Affiliates to pay for those parts.

(g) Backend Process Agreement, in form attached as Exhibit 2.6.1(g), for backend service processes (packaging and testing). The Parties intend that such services will be part of what is sold to TriQuint under the Interim Supply Agreement prior to transfer and requalification of the pHEMT process.

2.6.2 Development of Further Agreements. Further the Parties intend to enter in negotiation on the following contracts soon after the Effective Date:

(a) Additional Process Equipment Purchase Agreement defining an option to purchase additional fabrication process equipment and/or test equipment from Munich-Perlach line after the Effective Date, including procedures and rights and limitations on identification of such equipment.

(b) SiGe Foundry Services Agreement for SiGe production from Infineon.

2.7 (Reserved.)

2.8 Transfer of Employees.

2.8.1 Betriebsteil Employees. As the German-located aspects of the Vanessa Transferred Business represent a part-business (“Betriebsteil”) within the meaning of

Section 613a of the German Civil Code (BGB), the employment contracts with the employees of the Betriebsteil, as well as all rights and obligations associated with them, shall, as of the Effective Date, pass to Purchaser provided that the employees concerned do not oppose the transfer of their employment contracts with legal effect. The employees employed in the Betriebsteil at the time of entering into this contract are shown in Schedule 2.8.1. Consequently if any individual employees of the Betriebsteil oppose the transfer of their employment contracts with legal effect, such employment contracts shall remain with Infineon.

2.8.2 Procedure for Identifying Objecting Employees. Infineon shall, upon Purchaser’s request prior to Effective Date, and in any case definitively at least three days before the scheduled time for the Effective Date, identify to Purchaser all Betriebsteil employees who have opposed the transfer of their employment contracts with legal effect.

2.8.3 Pension Obligations for Returning Employees. In the event of employees returning to Infineon within three years of Effective Date, without any break in terms of time, and having a pension entitlement from Purchaser which is still capable of lapsing or an entitlement to a six-month transfer payment, the following shall be agreed: the pension commitment or the commitment to a six-month transfer payment shall remain in existence, and all obligations resulting herefrom shall be taken over in a tripartite agreement between Purchaser, Infineon and the employee concerned by way of a discharging takeover of debt from Infineon (change of debtor pursuant to Sections 414 and 415 BGB and Section 4 of the German Industrial Constitution Act (BetrAVG)). In exchange, Purchaser shall transfer to Infineon assets in the sum of the target reserve as shown on Schedule 6.12 which had accumulated as at the leaving date. Additionally, Purchaser shall hand over to Infineon the documents in respect of the commitment in question. If an employee declines the re-transfer of his or her pension liability as outlined above, the above provision shall not apply in his or her case.

2.8.4 Betriebsteil Employees Employment Contracts and Records. Within the internal relationship, Infineon and Purchaser shall conduct themselves as if the employment contracts with the employees employed in the German Vanessa Transferred Business were transferred as of the Effective Date itself. Purchaser shall receive copies of all such employment agreements at Effective Date. By “employment agreements” here is meant any and all documents constituting the legally binding obligations of Sellers to the Betriebsteil employees who join Purchaser, and the legally binding obligations of those employees also to Infineon or its Affiliates that transfer with the Betriebsteil, whether those are individually signed, or are inherited in the form of obligations under laws governing the Worker’s Council (“Betriebsrat”).

2.8.5 Vanessa Employees Offered US Transfer. As of the Effective Date, TriQuint shall offer employment within its appropriate divisions or operations to the employees listed in Schedule 2.8.5. TriQuint commits to make offers suitable for employees of comparable grade and position elsewhere in TriQuint’s operations. Infineon AG and TriQuint shall cooperate to communicate offers, and secure agreement on employment terms from the listed employees, prior to the Effective Date. If the employees accept the offer, Infineon will terminate the existing contract. TriQuint understands each such employee will retain the right to reject the offer, and that Infineon’s obligations with respect to employees who reject the offer will be independent of this Agreement. The offers shall be effective with respect to each employee on the dates called for in the Process Transfer Plan attached as Schedule 2.6.1(e).

2.8.6 Vanessa Transferred Business Employees Outside Germany. As of the Effective Date, Infineon US shall terminate the employment of the employees listed in Schedule 2.8.6. In connection with such terminations, TriQuint shall offer employees listed on Schedule 2.8.6 employment within its appropriate divisions or operations as of the Effective Date, which employment shall be offered, and (in the respective employee’s discretion) may be accepted, conditioned upon close. TriQuint commits to

make offers suitable for employees of comparable grade and position elsewhere in TriQuint’s operations. Without limiting the foregoing, such offers shall be for the same base salary and with employee benefits which, taken as a whole, are substantially equivalent to those provided by Infineon US to such employees. Sellers and TriQuint shall cooperate to communicate offers and secure acceptance of employment by TriQuint from the listed employees. Such cooperation shall include cooperation prior to the Effective Date.

2.8.7 In case of a shutdown or in other cases of “Betriebsänderung” according to § 111 BetrVG within the period of 4 years the Purchaser waives its right to refuse a “sozialplan” according to § 112a II BetrVG. TriQuint shall be jointly and severally liable with Purchaser for any claims of the employees under the “sozialplan”.

2.9 Process Transfer. TriQuint will transfer Infineon’s pHEMT process to TriQuint and re-qualify such process at one of TriQuint’s, or its Affiliates’, facilities. Infineon will support TriQuint in the transfer of the pHEMT process. Infineon’s and TriQuint’s commitments concerning the transfer of processes are captured in Schedule 2.6.1(e).

2.10 Covenant Not to Compete; Employee Covenants. For a term beginning on the Effective Date (except, with respect to the Hi Rel portion of the Vanessa Transferred Business, beginning on the effective date on which the acquisition of that portion of the business closes) and ending September 30, 2005, Infineon and its Affiliates (and Infineon will cover its Affiliates — for the sake of clarity Siemens AG shall not be deemed to be an Affiliate of Sellers, and Affiliates of Siemens AG who are not also Affiliates of Sellers shall not be deemed to be an Affiliate of Sellers) will not engage in or carry out any Competitive Activities.

2.10.1 Acquired Enterprises. This Covenant Not to Compete shall however not apply to enterprises acquired by Infineon directly or indirectly after the Effective Date, the [***] from Competitive Activities within which is less than [***]% of the [***] of the whole acquired business, subject to the following agreements.

(a) Commitment to Offer for Sale. If the acquired enterprise has Galliumarsenide Device production capabilities, Infineon will, so far as it lawfully may, offer the sale of such production capabilities to TriQuint at [***] prices and terms and conditions to be negotiated.

(b) Commitment Not to Assist. Infineon until September 30, 2005, refrain from integrating the acquired Competitive Activities with Infineon’s other design, development, marketing, and sales activities, or otherwise materially lending Infineon’s marketing assistance to such acquired Competitive Activities.

2.10.2 No Solicitation of Employees for Covenant Period. From the date of signing of this Agreement until the expiration of the period of the Covenant Not to Compete just described, neither Infineon nor any Affiliate of Infineon will solicit for employment outside of the Vanessa Transferred Business, directly or indirectly, through one or more other persons or entities, any person listed on Schedules 2.8.1, 2.8.5, or 2.8.6, and employed by TriQuint or its Affiliates, except with TriQuint’s written consent. In case of a breach of the regulations of the sentence above, Infineon will [***] TriQuint [***] rehired. The parties agree that after [***] from the Effective Date, nothing contained herein shall prevent Infineon or its Affiliates from hiring or employing any person who responds to an advertisement in a newspaper or other media of general circulation, whether or not that hiring would be mandated by the Betriebsvereinbarung, Sozialplan, or by policies adopted consistent with it, provided that the provisions associated with Key Employees in Section 2.10.4 shall still apply.

2.10.3 No Transfer between Signing and Effective Date. Between the signing date of this Agreement and the Effective Date, Infineon will not transfer any employee

listed on Schedule 5.8.5 to any other business unit than the Vanessa Transferred Business.

2.10.4 Recruiting Fee for Key Employees until End of Earnout Period. TriQuint hereby gives its written consent to Infineon’s extension of employment opportunities to Betriebsteil employees covered by the applicable Betriebsvereinbarung, to the extent mandated by that document, and further gives its written consent to Infineon’s treatment of non-Betriebsteil employees listed on Exhibit- Schedules 2.8.1 and 2.8.5 as if they were part of the Betriebsteil. However, with respect to key employees and senior managers identified on Schedule 5.8.5 (collectively Key Employees) who as of closing have not opposed transfer, these rules shall apply. If Infineon or any of its Affiliates employes employs a Key Employee under the consent given in this paragraph before September 30, 2004, Infineon will pay TriQuint three times the total annual salary of the specific Key Employee rehired.

2.10.5 Exceptions to Fees. No fee shall be due under paragraphs 2.10.2 or 2.10.4 in these cases: a) If at the time the employee in question was rehired by Infineon or its Affiliate, the employee had been employed in good faith by someone other than TriQuint or its Affiliate for a period of at least 90 days; b) If TriQuint consents to waive the fee; c) If TriQuint has terminated the employee in question, and d) In the case of key employees identified in Schedule 5.8.5b, if the employee has returned to Infineon or an Affiliate after the employee has been employed by TriQuint or its Affiliate at a location outside Germany for at least one year.

2.10.6 Settlement of Fees. Amounts due under Sections 2.10.2 and 2.10.4 shall be finally settled at the time of final settlement of the portion of the Purchase Price determined from Earnout Revenues.

3. (Reserved.)

4. Consideration.

4.1 Total Consideration. The total consideration to be paid for the Vanessa Transferred Business being acquired hereunder (exclusive of acquired tangible assets and assumed liabilities) is: the actual Earnout Revenues as calculated under Section 4.7, but not less than the minimum purchase price, and not more than EUR 124,000,000 (such amounts to include amounts set aside for the warranty reserve,) plus the market value for tangible assets as set forth in Schedule 2.2, less the value of the liabilities assumed set forth in Schedule 6.12. Amounts for VAT if applicable, tangible assets as set forth in Schedule 2.2, and assumed liabilities as set forth in Schedule 6.12, will be settled at the Effective Date as a deduction/addition to the initial payment, and will not otherwise affect the calculation of minimum or maximum payments.The payment terms are based on the assumption that TriQuint and TriQuint’s Affiliates will realise Earnout Revenues of EUR 82,000,000 (in words: eighty-two million EUROs), and the agreement of the parties that TriQuint will provide suitable balance sheet reserves and bank assurances related to that figure, in lieu of escrow accounts.

4.1.1 Minimum. The minimum purchase price shall be EUR 45,000,000, which amount shall include amounts set aside for the warranty reserves (i.e. EUR 5,000,000).

4.1.2 TriQuint Design Incentive Minimum Adjustment. The parties recognize that the key Vanessa Related Product for purposes of TriQuint’s realization of revenue and therefor of Infineon’s realization of Earnout in 2003-04 will be a power amplifier. Details of the agreement between the parties with respect to the design of the power amplifier are set forth in the System House Agreement between the parties. If TriQuint is unable to deliver the specified part based on such specifications and time schedules as defined in the System House Agreement then the minimum purchase price will be raised from EUR 45,000,000 to EUR 50,000,000 (including amounts set aside for the warranty reserve.)

4.2 Purchase Price Allocation. The purchase price is allocated as shown in Schedule 4.2.

4.3 Payment Terms. TriQuint and Purchaser shall deliver EUR 50,000,000 (in words: fifty million EURO), of the purchase price defined under Section 4.1 plus Value Added Tax if applicable, plus the market value for tangible assets as set forth in Schedule 2.2, less the value of the liabilities assumed set forth in Schedule 6.12, at the Effective Date by wire transfer to the following account:

to Infineon Technologies AG

[***]

4.4 Purchase Price Adjustment regarding governmental funding. At the end of September 2003, TriQuint will report to Infineon the amount of governmental grants to TriQuint or its affiliates announced by the official funding institutions of the German government for the period October 1, 2002 until September 30, 2003 in the “Zustellungsbescheid.” As the “Zustellungsbescheid” shows the announced grants on a calendar year basis, the announced grants shall then be adjusted on a pro rata basis, provided that no credit shall be given for grants received by Infineon before closing, as to which funds or credits were not transferred to TriQuint or Purchaser at closing. If the sum reported (as adjusted and confirmed by audit, if timely requested by Infineon) is less than EUR [***], then Infineon shall pay TriQuint the amount of the shortfall, up to EUR [***]. Payments under this section shall be made no later than [***].

4.5 [***]

4.6 Payments After Warranty Reserve claims. One year after the Effective Date, Purchaser or TriQuint shall further deliver to Infineon EUR 5,000,000, less the amounts involved in the allowed or still contested claims, as described below. With respect to amounts held back against contested claims, Purchaser or TriQuint shall promptly deliver amounts as to which the claim has been withdrawn (as described below) following the withdrawal.

4.6.1 Warranty Claims Process. During the first year following the Effective Date, Purchaser or TriQuint shall be entitled to present to Infineon claims for damages to either based on breach of warranties or covenants contained in this Agreement. To present a claim, Purchaser or TriQuint shall deliver a Claims Notice, consisting of a statement of the basis for the claim, the amount of the claim if known or the maximum amount claimed if the precise amount is not yet known, and the section of this Agreement on which the claim is based. The Claims Notice may also include such other information as Purchaser or TriQuint believes Infineon will find useful in assessing the claim. No claim may be increased, or first presented, after the end of the first year following the Effective Date.

4.6.2 Contested, Allowed, Compromised, and Withdrawn Claims. A claim once made shall be considered contested until allowed by Infineon by notice, or

withdrawn by Purchaser or TriQuint by notice. A claim that is compromised between the parties shall be documented as compromised in writing, and shall be considered allowed in the compromised amount, and withdrawn as to the balance. A claim that is resolved through arbitration shall be considered allowed, withdrawn, or compromised in accordance with the outcome of the arbitral decision.

4.6.3 Timing of Claims Resolution. Unless the time is extended by the parties, a contested claim shall be deemed allowed unless an arbitration has been filed thereon within three months following the end of the warranty claims period. The parties shall work together in good faith to resolve all claims before that date.

4.7 Earnout Revenue Contingency Adjustment. The parties agree that the final purchase price shall be determined as of the close of Infineon’s fiscal year ending September 30, 2004, in accordance with the following procedure:

4.7.1 Reports. Promptly following the end of each month between [***], TriQuint will report to Infineon on the total revenues TriQuint and its Affiliates have realized in the month then ending in revenues generated from the sale of Vanessa Originated Products. Promptly following the end of each month between [***], TriQuint will report to Infineon on the total revenues TriQuint and its Affiliates have realized in the month then ending in revenues generated from the sale of Vanessa Related Products (provided that [***] revenues will be counted at [***]%). For this purpose, “revenues” means revenues with customers in accordance with generally accepted accounting principles, as consistently applied by TriQuint’s independent auditors, from those sources. The sum of the revenues thus generated and reported shall be the Earnout Revenues, subject to these limitations and procedural rules:

(a) Level at which Revenue Determined. For this purpose, revenues shall be counted at the level of the smallest units independently offered for general sale by TriQuint or TriQuint’s third party vendor, whether or not such units are separately priced for purposes of a particular sale, with [***] revenues being counted at [***]% of the revenue thus determined. If such units are combined into a single unit bearing one unified price (e.g., a module), the price of that module shall be allocated among its constituent parts according to the cost of those units, using TriQuint’s standard costing methodology.

Module Example for Vanessa Originated Products Year: For example, in the October 2002 to September 2003 year, TriQuint may sell for a single price modules that contain a mixture of Vanessa Originated Products and other products. Though the modules are not Vanessa Originated Products, Infineon shall receive revenue credit for the portion of the unit revenue allocable on a [***] to the included Vanessa Originated Products.

Example for Vanessa Related Products Year: Likewise in the October 2003 to September 2004 year, TriQuint may sell for use in a design that incorporates Infineon wireless chipsets, modules that contain a mixture of TriQuint-originated parts, Vanessa Originated Parts, and third party originated parts. In that year, Infineon shall receive revenue credit for the portion of the module revenues allocable on a [***] to all parts other than the Vanessa Originated Parts and the third party originated parts. Again, in determining Earnout Revenues, [***] revenues will be counted at [***]%.

(b) Limit on Vanessa Related Products Revenue. The Vanessa Related Products Revenue which are counted as Earnout Revenue to reconcile the purchase price in between [***] are limited to not more than the [***] Systems House Units times [***] Vanessa Related Products Unit Revenue. Those terms are defined as follows:

• 02/03 Systems House Units: Total number of chipsets (i.e., the set of chips needed for one GSM cellular phone) for which Infineon received revenue in Infineon [***] for reference design GSM cellular phone builds.

• 03/04 Vanessa Related Products Unit Revenue: The average revenue TriQuint receives for each Infineon reference design cellular phone into which TriQuint sells parts in the year [***] (with [***] revenues counted at [***]%).

4.7.2 Reconciliation of Purchase Price. With the final monthly report, Purchaser or TriQuint shall deliver to Infineon the difference obtained by subtracting EUR [***] from the Earnout Revenues (provided that if that difference is less than zero, the difference shall be considered zero.) Upon receipt of the final monthly report, if the Earnout Revenues are less than EUR [***], then Infineon shall deliver to TriQuint the difference obtained by subtracting the greater of the applicable minimum purchase price or the Earnout Revenues, from EUR [***]. All amounts to be reconciled hereunder shall be reconciled no later than [***], provided that if the calculation of Earnout Revenues earned through [***] shows a net balance earned by Infineon as of that date, that net balance will be paid as an interim payment on or before [***], and credited against the amounts finally due under this paragraph. If the total Earnout Revenues calculated under Section 4.7.1 exceeds EUR [***] as of the time of the interim payment, then to the extent of that excess, TriQuint may at its option make the interim payment here required through the methods and procedures of Section 4.7.4 (Option to Deliver Earnout in shares.).

4.7.3 Audit Confirmation. Infineon shall have the right to request audit of the Earnout Revenues. Such audit, if requested, shall be performed by KPMG Peat Marwick, or other independent auditors mutually satisfactory to both parties. Infineon shall be entitled to receive, as the results of that audit, only the auditor’s final figures for Earnout Revenues in each quarter. Infineon shall pay for the cost of such audit procedures. However, if the audit reveals TriQuint has under-reported the twelve month total of such revenues, TriQuint shall pay the costs of the audit. The audit results shall be final and binding on both parties.

4.7.4 Option to Deliver Earnout in Shares. If the total Earnout Revenues calculated under Section 4.7.1 exceeds EUR [***], then to the extent of that excess, TriQuint may deliver the amounts due under Section 4.7.2 either in cash, or in equivalent value TriQuint stock, or in a mix of such consideration, at TriQuint’s option. For this purpose, the cash owed will be converted to dollars and thence to TriQuint stock using prices in effect on the last trading day ending on or before the third calendar day preceding the delivery date (the Valuation Date). The TriQuint stock shall be valued at the closing price of TriQuint common stock on the NASDAQ exchange on the Valuation Date. The Dollar shall be valued at the average of the closing selling and buying exchange rates for the Valuation Date, as reported in the Wall Street Journal on the following business day. The Euro-denominated value of a share of TriQuint stock thus determined shall be called the “TriQuint Delivery Euro Value”.

(a) Obligation to Register. TriQuint may further deliver stock in lieu of cash only if TriQuint no later than [***] files a registration statement covering those shares with the Securities and Exchange Commission, notifies Infineon in writing that it has filed such registration statement, and thereafter causes that registration statement to become effective.

(b) Right to re-tender if registration delayed. If the registration statement has not become effective within [***] days following the date on which the shares were delivered, Infineon shall thereafter have the option, up until the registration statement becomes effective, to tender the shares back for payment of the required cash

instead. If Infineon makes that tender, TriQuint shall promptly accept it, and transmit instead the required cash to Infineon (which, as for the original debt, is payable in Euros.)

(c) No Market Risk from Registration. If the registration statement becomes effective after the [***], Infineon shall not have market risk for the period between the [***] and the [***]. Instead, the TriQuint Euro Delivery Value shall be recomputed as if the [***] were the [***], and the resulting number of TriQuint shares compared. If the new value would require the delivery of more TriQuint shares, TriQuint shall make up the difference in cash. If the new value would require the delivery of fewer TriQuint shares, Infineon shall return the balance.

(d) Fractional Shares. Any fractional share shall be rounded down to the nearest whole share, and the difference paid in cash, and the applicable value for the settlement date.

5. Closing.

5.1 Effective Date: Confirmation and Waiver. The Effective Date shall be June 30, 2002 at 11:59 pm Munich, Germany time, or at such other time as the parties agree. The Effective Date will be memorialized through the exchange of the Certificates of Acknowledgement in form attached as Schedule 5.1.

5.2 Date of Closing Procedures. Closing shall take place in Munich, Germany at a site to be mutually agreed, at the Effective Date. Closing and pre-closing shall take place at the offices of Andersen LLC in Munich, Germany, or at such other place as the parties agree. The parties anticipate that closing shall take place in escrow, such that all proceedings to be taken and all documents to be executed and delivered by the parties at the closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

5.3 Matters Sellers will Deliver at The Effective Date.

5.3.1 Delivery of Vanessa Assets. The Vanessa Assets will be delivered at the Effective Date or thereafter, as outlined in Section 2 and in the Schedules and/or Exhibits associated with that section.

5.3.2 All actions Contemplated in Agreement. Sellers will deliver all documents and take all actions required by the terms of this Agreement at the Effective Date, including without limitation delivery of Bills of Sale in form attached as Exhibit_ Schedules 2.1.

5.3.3 Authorities. At closing, Sellers will deliver copies of Seller’s trade register or powers of authority establishing signature authority of the signatories, together with Seller’s Counsel’s certification that the copy is a current, true copy.

5.4 Matters Purchaser and TriQuint will Deliver at Closing. In addition to the matters described in Section 3 of this Agreement, Purchaser and/or TriQuint, as appropriate, shall deliver these things at closing:

5.4.1 All actions Contemplated in Agreement. Purchaser and TriQuint will deliver all other documents and take all other actions required by the terms of this Agreement to be delivered to Sellers at the the Effective Date.

5.4.2 Authorities. Purchaser and TriQuint will deliver copies of all corporate resolutions of the Purchaser and TriQuint necessary to authorizing the execution, delivery and performance of this Agreement and each exhibit and schedule hereto and the consummation of the transactions contemplated hereby and thereby, certified by an executive officer of TriQuint. Purchaser and TriQuint will also deliver a certification of the Secretary of TriQuint certifying the signature authority of all other signers.

5.4.3 HiRel Election — —Potential Second Close. If TriQuint has elected to purchase (or have Purchaser purchase) the HiRel business, then TriQuint shall deliver a certificate confirming that election, signed by an appropriate officer and representative of TriQuint. This certificate will be delivered when the conditions of Section 8.12 have been satisfied. Because the parties contemplate that it may take longer than June 30 to resolve those conditions, the parties hereby agree that TriQuint may deliver the certificate as late as September 30, but in any case as soon as the conditions can be resolved. If the certificate is delivered after the Effective Date, the parties will hold a second closing to deliver any specific closing items related uniquely to the Hi Rel portion of the Vanessa Transferred Business.

5.5 Time of Economic Effect; Receivables and Product Purchase Transitions. Sellers shall retain all accounts receivable generated as a result of shipments prior to the Midnight (Munich, Germany time) immediately preceding the Effective Date. Purchaser shall retain all accounts receivable generated as a result of shipments after Midnight (Munich, Germany time) on the day immediately preceding the Effective Date, and shall be obligated under the Interim Agreements concerning payment to Sellers for those parts.

5.6 Post Closing Matters. At any time and from time to time at or after the Effective Date, at Purchaser’s or TriQuint’s request, and without further consideration, the Sellers shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation, and take such actions, as Purchaser or TriQuint may reasonably deem necessary in order more effectively to transfer, convey and assign to Purchaser or TriQuint, and to confirm Purchaser’s or TriQuint’s title to, all of the Vanessa Assets, to put Purchaser or TriQuint, as appropriate, in actual possession and operating control thereof.

5.7 Insurance. As of Effective Date, the Purchaser or TriQuint shall itself alone be responsible for the sufficient insurance of the Vanessa Assets and activities of the Vanessa Transferred Business assumed.

5.8 Purchaser’s and TriQuint’s Conditions to Close. The obligations of Purchaser and TriQuint under this Agreement to proceed with the transactions contemplated hereby are, at the option of TriQuint, subject to the fulfillment of the following conditions at or prior to the Effective Date:

5.8.1 No pending actions related to the proposed transaction. To the knowledge of the Sellers, no action, suit, proceeding, arbitration or investigation shall have been instituted or be threatened and unresolved, affecting any of the assets, properties, business, or employees involved in the transactions contemplated by this Agreement, or against any of the Sellers, Purchaser or TriQuint, by, in or before any court, tribunal or governmental body or agency to restrain or prevent any of the transactions contemplated by this Agreement, or to obtain damages or compel results that would be material in light of this overall Agreement.

5.8.2 Representations and Warranties True. Except for those contained in Sections 6.3.3 and 6.5, the representations and warranties of the Sellers contained in this Agreement, any and all Schedules and/or Exhibits hereto and/or any and all certificates or documents delivered in connection with this Agreement, shall be true and correct in all material respects at the Effective Date. Variances from representations and warranties that do not in the aggregate exceed the collective amounts necessary for a warranty claim under warranty claims procedures of this agreement shall not be considered material for purposes of close, but shall not be considered waived for purposes of the warranty claims process. Material variances from representations and warranties to which the parties can agree upon a value, may be cured at close by Infineon’s acceptance of a reduction in the purchase price paid and in the amount paid at close equal in each case to the agreed upon amount of the variance; such already-mediated differences in value shall not be subject to the warranty claims process.

5.8.3 Conditions Met. Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Sellers at or prior to the Effective Date shall have been duly and properly complied with and performed, except to the extent noncompliance is not material, is waived for purposes of close, or is cured, using the same standards and procedures as for Section 5.8.2.

5.8.4 No Material Adverse Change. Since the date of this Agreement, there shall not have occurred any material adverse change in the forecast revenues for the Vanessa Transferred Business (where the forecast is prepared according to the usual and customary schedules, standards, and methods of the Infineon Vanessa management) for the four quarters beginning on the Effective Date and ending one year later, except to the extent such a material change is waived for purposes of close or mediated through the procedures as for Section 5.8.2.

5.8.5 Employees Committed. At least 70% of all employees shown on Schedule 5.8.5a, and at least 70% of all senior manager and key employees listed in Schedule 5.8.5a, and at least 60% all key employees and/or senior managers listed in Schedule 5.8.5a of each functional group, shall have committed to remain with the business as employees of TriQuint or an Affiliate of TriQuint. In addition, at least 8 out of 9 key employees and/or senior manager out of the R & D Power Amplifier Group identified on Schedule 5.8.5(a) shall have committed to remain with the business as employees of Purchaser or TriQuint. At least 40% of the key employees and/or senior manager shown on Schedule 5.8.5b shall have committed to remain with the business as employees of Purchaser or TriQuint. The Parties agree to negotiate in good faith if the number of transferring employees is only marginally below the percentage levels as laid out above.

5.8.6 SEC Compliance Data in Hand. TriQuint’s auditors will have received Sche an audited full financial statement from KPMG o of the “Galliumarsenide Business” as of September 30, 2001 and the unaudited financial statements for the period between September 30, 2001 and March 31, 2002, The parties acknowledge that certain required financial data will not be available until after the Effective Date. These data, the audited financial statements relating to the Galliumarsenide Business as of June 30, 2002, are referred to in this section as the ‘Final Accounting Data.’ Infineon shall deliver the Final Accounting Data to TriQuint on or before the 55th day after the Effective Date. If Infineon delivers the Final Accounting Data after the 55th day after the Effective Date, then Infineon shall pay liquidated damages to TriQuint according to the formula in Schedule 5.8.6. The parties agree that the liquidated damages described in this Section 5.8.6 are fair approximations of the damages suffered by TriQuint in the event Infineon delivers the Final Accounting Data after the 55th day after the Effective Date. Notwithstanding the above Infineon shall not be liable to TriQuint for delay in delivering the ‘Final Accounting Data’ for the time and to the extent such failure or delay is caused by force majeure such as, but not limited to, riots, civil commotions, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective Party and of its sub-contractors.

5.9 Sellers’ Conditions to Close. The obligations of the Sellers under this Agreement to proceed with the transactions contemplated hereby are subject to the fulfillment of each of the following conditions at or prior to the the Effective Date. Sellers shall certify the fulfillment of these conditions at close, or identify any respect in which the conditions are unfulfilled:

5.9.1 No pending actions related to contemplated transactions. To the knowledge of TriQuint and Purchaser, No action, suit, proceeding or investigation shall have been instituted against any of the Sellers, Purchaser, or TriQuint by, in or before

any court, tribunal or governmental body or agency, or have been threatened, and be unresolved, to restrain or prevent, or to obtain damages that would be material in light of this overall Agreement by reason of, any of the transactions contemplated hereby.

5.9.2 Representations and Warranties True. The representations and warranties of the Purchaser and of TriQuint contained in this Agreement, any and all Schedules and/or Exhibits hereto and/or any and all certificates or documents delivered in connection with this Agreement, shall be true and correct in all material respects when made, and shall also be true and correct in all material respects at the Effective Date, with the same force and effect as though such representations and warranties were made at that time, except for changes expressly permitted by this Agreement.

5.9.3 Conditions Met. Each covenant, agreement and obligation required by the terms of this Agreement to be complied with and performed by the Purchaser or TriQuint at or prior to the Effective Date shall have been duly and properly complied with and performed, including, without being limited to, the payment of the initial payment required by Section 4.3, except to the extent any such condition is waived for purposes of close.

6. Representations and Warranties of the Sellers.

Infineon hereby represents and warrants to TriQuint in the sense of § 311 para. 1 and § 276 para. 1 German Civil Code (Bürgerliches Gesetzbuch, BGB) (“verschuldensunabhängige Rechtsfolgenvereinbarung”) the facts and circumstances referred to hereinafter in this Section 6 exclusively subject to the provisions of Sections 8.9 and 9 hereof, which shall be read to be an integral part of each and any subsection of this Sec. 6 as of the date hereof:

6.1 Organization, Standing and Qualification. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and has the requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as and in the places such properties are now owned, leased or operated and where such business is presently conducted.

6.2 Authority of Sellers. The Sellers have all requisite power and authority to enter into this Agreement and each other agreement, document and instrument to be executed or delivered by any of them in connection with this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement constitutes, and, when executed and delivered at the Effective Date, each other agreement, document and instrument to be executed or delivered by any of the Sellers will constitute, the legal, valid and binding obligation of each of the Sellers that is a party thereto.

6.3 No Violation.

6.3.1 No Violations. Except as indicated in Schedule 6.3.1 hereto, the execution, delivery and performance of this Agreement and the documents it requires and the consummation of the transactions contemplated hereby and thereby, will not

(a) result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or cause or permit acceleration under, any agreement, instrument, debt or obligation to which any of the Vanessa Assets is subject or bound,

(b) result in the creation or imposition of any lien upon any of the Vanessa Assets, or

(c) violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which any of the Sellers is subject or bound.

6.3.2 No Consents Needed. Except as indicated in Schedule 6.3.2 hereto, no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority (or any other person or entity other than contract partners, whose consent is required prior to the assignment of the contracts listed on Schedule 2.5.1) is required to be obtained or made by any of the Sellers in connection with the execution, delivery and performance of this Agreement or the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby.

6.3.3 No Existing Liens or Claims. Except for the Permitted Liens, none of the Vanessa Assets is subject to any lien or encumbrance. No claim, suit, demand, proceeding or investigation is pending, has been asserted or to the reasonable knowledge of Sellers is threatened by or against any of the Sellers with respect to any of the Vanessa Assets, based on or alleging infringement of the proprietary rights or intellectual property of any third party, or challenging the validity or effectiveness of any license for such rights, and none of the Sellers knows of any basis for any such claim, suit, demand, proceeding or investigation whether existing before, or as a result of, the transactions this Agreement requires.

6.3.4 Assets Merchantable. Except as indicated in Schedule 6.3.4 hereto, the Vanessa Assets are in all material respects in good operating condition and repair, normal wear and tear excepted, and are suitable for the purposes used.

6.4 Proprietary Rights.

6.4.1 Ownership. Except as indicated in Schedule 6.4.1 hereto, the Sellers own and have the right to transfer all intellectual property to be transferred pursuant to Section 2.3, or have the right to grant the licenses granted under Section 2.3, and no exclusive license has been granted in respect to any intellectual property transferred to TriQuint under this Agreement.

6.4.2 Operability. Except as indicated in Schedule 6.4.2 hereto, none of the Sellers is aware of (1) any material claim actually or purporting to be within the scope of any warranty coverage, express or implied, afforded to any licensee or end-user of any product included within the Vanessa Assets alleging any material error, omission or failure to perform, nor of (2) any material defect in any product identified on Schedule 1.10 or 1.21; and with respect to the exceptions, the Sellers represent that the defects, errors, omissions, or failures to perform can be corrected without unreasonable effort or expense.

6.4.3 - No escrow. No part of the intellectual property contained in the Vanessa Assets is held in escrow for the benefit of any third party, or any of the Sellers. None of the individuals or entities who have performed services in connection with the development and/or enhancement of any of the intellectual property to be transferred pursuant Sections 2.3.1, 2.3.3 and 2.3.4 and contained in the Vanessa Assets, whether as employee, consultant or as independent contractor, nor any other employee of any of the Sellers, holds any proprietary or other ownership rights with respect to any such intellectual property.

6.4.4 Registrations, Applications. Except as indicated on Schedule 6.4.4 hereto, the Sellers have delivered to TriQuint copies of all registrations, applications, and invention disclosures which are currently pending for all Property Rights listed in Schedule 2.3.1.

6.5 No Legal Threats to any transferred asset. Except as indicated in Schedule 6.5 hereto, there is no action, suit, proceeding, arbitration or investigation pending or, to the reasonable knowledge of Sellers, threatened, against or affecting any of the assets, properties, business, or employees involved in the transactions contemplated by this Agreement, nor is there to the reasonable knowledge of Sellers outstanding any order, writ, injunction, award or decree of any court, arbitrator, governmental department, commission,

board, agency or instrumentality to which any of the assets, properties, business, or employees involved in the transactions contemplated by this Agreement are subject.

6.6 Assigned Contracts in Good Standing. Except as expressly set forth in Schedule 6.6 hereto, to the best of the Sellers’ knowledge, all of the contracts, agreements and commitments to be transferred pursuant to Section 2.5 are in full force and effect and there is not under any contract, agreement or commitment included in the Vanessa Assets, any material default or event which, after notice or lapse of time, or both, would constitute such a default or result in a right to accelerate or loss of any material rights. There have been no oral or written modifications to the terms or provisions of any of such contracts, agreements and commitments. Purchaser is aware of the fact that all contracts to be transferred pursuant to Section 2.5 do require the consent of the affected third parties for such transfer and assignment.

6.7 Employee Benefits. Schedule 6.7 lists all pension, retirement, profit-sharing, deferred compensation, bonus and incentive plans, all medical, vision, dental and other health insurance or coverage plans and policies, all life insurance plans, all other employee benefit plans and policies, all agreements governing employee rights and obligations, all material commitments between Infineon and the workers’ council (Betriebsrat) applicable to the Betriebsteil, and all individual employment agreements (collectively, the Employee Benefits.) Schedule 6.7 separately lists those Employee Benefits that, under the applicable transition agreement with the Worker’s Council (“Betriebsvereinbarung”), are dropped following close, in exchange for a one time payment, as outlined in the Betriebsvereinbarung. Infineon has paid or will pay that one time payment prior to or at closing. Infineon has paid down each transferred employee’s “Zeitsaldenkonto” to a maximum of 80 hours, or will pay it down to that level latest four weeks after closing. The Employee Benefits conform to, and the administration thereof is in compliance with, all applicable laws and regulations. Sellers have prepared and delivered to Purchaser copies of all documents necessary for a complete understanding of and legal grounds for Employee Benefits and the terms of the Betriebsvereinbarung (the definitive collection of which is represented by folders delivered to Mr. Michael Brix, counsel for TriQuint, on March 26, 2002). Nothing about this Agreement, or the Ancillary Agreements, or the performance of them in accordance with their terms, gives rise to special or extra liabilities for TriQuint or Purchaser, under any of the Employee Benefits. By way of example but not limitation, there are no bonuses or salary increases payable upon close, or rights of termination with termination pay, or acceleration of any benefit, that will be triggered by the signing, closing, or performance of this Agreement and the Ancillary Agreements in accordance with their terms.

6.8 Taxes. As used in this Section, the term “Tax” shall mean any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise profits, withholding, social security or other government social benefit, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. Except as identified on Schedule 6.8:

6.8.1 No Tax Liens. There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon any of the assets of any of the Sellers.

6.8.2 Taxes Current. Each of the Sellers has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, or to the extent withheld taxes are not yet payable at the Effective Date, will pay such Taxes promptly when due.

6.9 Finders Fees. No person or entity is entitled to any brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement as a result

of any action taken by any of the Sellers or any of the affiliates, officers, directors or employees thereof.

6.10 Shipments and Collections in Ordinary Course. Prior to the Effective Date, except as shown on Schedule 6.10, all shipments to customers have been conducted in accordance with Seller’s normal business practices in the ordinary course, without undue acceleration or delay, and Sellers have collected no prepaid revenue with respect to any performance due under any of the Contracts or obligations described in Section 2.5, and no prepaid research grants.

6.11 Sufficiency of Vanessa Assets for Business. Except as identified on Schedule 6.11, to the knowledge of Sellers the Vanessa Assets constitute all of the assets necessary for the conduct of the Vanessa Transferred Business as heretofore conducted by Infineon and Infineon US. Except as identified on Schedule 6.11, Infineon knows of no item of intellectual property not licensed within the Vanessa Assets, that is held by Infineon or a third party and that would, absent a license to TriQuint, bar the realization of the plans and forecasts for the Vanessa Transferred Business as previously planned and forecast by Infineon.

6.12 Liabilities Identified. The amounts identified in Schedule 6.12 are materially reasonable estimates of the accrued liabilities transferred to Purchaser, and with respect to employee pension liability, have been estimated according to the methodology required to be used under Section 2.8.3.

6.13 Corporate Organization. Except for Sellers and (with respect to contracts covered by Section 2.5.6) Infineon Technologies Asia Pacific Pte Ltd. Singapore, no Affiliate of Infineon holds any material third party contract related to, nor any material asset necessary for, the operation of the Vanessa Transferred Business.

6.14 No guarantee of continued existence. Any and all further representations and warranties, whether express or implied, are excluded. The warranties and representations provided hereunder shall not constitute or deemed an assurance of continued existence (Bestandsgarantie) pursuant to Para.443 German Civil Code (BGB).

7. Representations and Warranties of Purchaser and TriQuint. Purchaser and TriQuint represent and warrant to the Sellers as follows:

7.1 Organization, Standing and Qualification. TriQuint and Purchaser each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; and has the requisite corporate power and authority to own, lease and operate its respective properties and to carry on its respective business as and in the places such properties are now owned, leased or operated and where such business is presently conducted.

7.2 Authority of TriQuint and Purchaser. TriQuint and Purchaser each have all requisite power and authority to enter into this Agreement and each other agreement, document and instrument to be executed or delivered by either of them in connection with this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement constitutes, and, when executed and delivered at the Effective Date, each other agreement, document and instrument to be executed or delivered by Purchaser or TriQuint will constitute, the legal, valid and binding obligation of Purchaser or TriQuint respectively. Except for any required to be obtained by any of the Sellers, no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority or any other person or entity is required to be obtained or made by Purchaser or TriQuint in connection with the execution, delivery and performance of this Agreement or the Interim Agreements or the consummation of the transactions contemplated hereby or thereby.

7.3 No Violation.

7.3.1 No Violations. Except as indicated in Schedule 7.3.1 hereto, the execution, delivery and performance of this Agreement and the documents it requires and the consummation of the transactions contemplated hereby and thereby, will not violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which TriQuint or Purchaser is subject or bound.

7.3.2 No Consents Needed. Except as indicated in Schedule 7.3.2 hereto, no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority (or any other person or entity other than contract partners, whose consent is required prior to the assignment of the contracts listed on Schedule 2.5.1) is required to be obtained or made by TriQuint or Purchaser in connection with the execution, delivery and performance of this Agreement or the agreements contemplated hereby, or the consummation of the transactions contemplated hereby or thereby.

7.4 Finders Fees. No person or entity is entitled to any brokerage commissions or finder’s fees in connection with the transactions contemplated by this Agreement as a result of any action taken by TriQuint or Purchaser, or any of the affiliates, officers, directors or employees thereof.

7.5 No other Representations or Warranties. Any and all further representations and warranties, whether express or implied, are excluded.

8. Certain Covenants.

8.1 Operations in the Ordinary Course. During the period from the date of this Agreement to and including the Effective Date, the Sellers shall cause the conduct and operations of the Sellers and of the business to be conducted in the ordinary and usual course of business and consistent with past practices. Without limiting the foregoing, prior to the Effective Date, the Sellers shall not, without the prior written consent of TriQuint, permit any of the Sellers to:

8.1.1 Sell or encumber Vanessa Assets: Sell, transfer, lease or otherwise dispose of any Vanessa Assets to be transferred under this Agreement, other than in the ordinary course of business and on customary terms and conditions, or obligate itself to do so;

8.1.2 Alter Assumed Contracts: Amend, modify, change, alter, terminate, rescind or waive any rights or benefits under any contract, agreement or commitment to be assumed by Purchaser or TriQuint hereunder, or enter outside the ordinary course of business into any contract, agreement or commitment which, if in existence as of the date of this Agreement, would have been included in the contracts to be transferred; or

8.1.3 Fail to Protect Assets: Fail to maintain the Vanessa Assets in good repair and condition, reasonable and ordinary wear and tear excepted; or cancel any of the current insurance policies or any of the coverage thereunder maintained for the protection of any of the Vanessa Assets (except to the extent the same is replaced by substantially the same coverage under similar insurance policies).

8.2 Notice of Changes. During the period from the date of this Agreement to the Effective Date, Infineon shall give TriQuint and TriQuint shall give Infineon prompt written notice of any change in, or any of the information contained in, any of the representations and warranties made in or pursuant to this Agreement or of any event or circumstance which, if it had occurred on or prior to the date hereof, would cause any of such representations or warranties not to be true and correct, or of any change in circumstance that materially affects its ability to keep all of its commitments at the Effective Date.

8.3 Access. During the period from the date of this Agreement to the Effective Date, the Sellers shall give TriQuint, Purchaser and their accountants, counsel and other representatives reasonable access during normal business hours to all of the facilities,

properties, key personnel, books and records of or relating to any of the Vanessa Assets or in general the Vanessa Transferred Business, subject to Sellers’ ordinary and usual security provisions with respect to such facilities as applicable to trusted third parties, and in any event the Sellers shall cause Purchaser and TriQuint to be furnished with such documents (or copies thereof) and information with respect to the affairs of any of the Sellers with respect to the Vanessa Transferred Business and/or the Vanessa Assets as may from time to time reasonably be requested by any of them.

8.4 Preservation of Goodwill. During the period from the date of this Agreement to the Effective Date, the Sellers shall use their commercially reasonable efforts to preserve intact their respective relationships with customers, suppliers, governmental authorities and others having business relations with them, and further to assist Purchaser and TriQuint to inherit the good will of customers, suppliers, governmental authorities, and others having business relations with them, with respect to the Vanessa Transferred Business through reasonable cooperative communications and meetings designed both accurately to communicate the intent of the Parties hereto with respect to the continuation of the Vanessa Transferred Business, and to facilitate a smooth transition of that business from Sellers to Purchaser and TriQuint.

8.5 Taxes. The Sellers shall pay all sales taxes, transfer, value added, and intangibles taxes and similar government charges applicable to the transactions contemplated by this Agreement, including without limitation all taxes and similar charges, if any, payable upon the transfer of title to any of the Vanessa Assets. Purchaser, TriQuint, and the Sellers will cooperate to prepare and file with the proper public officials, as and to the extent necessary, all appropriate sales tax exemption certificates or similar instruments as may be necessary to avoid the imposition of sales, transfer, value added and similar taxes on the transfer of Vanessa Assets pursuant hereto.

8.6 Standstill. During the period from the date hereof and until the Effective Date, except as permitted by TriQuint in writing, none of the Sellers, nor any of their respective shareholders or affiliates, will sell, transfer or otherwise dispose of any of the Vanessa Assets(except for dispositions of assets in the ordinary course of business or as expressly permitted elsewhere in this Agreement), and none of the Sellers, nor any of their respective shareholders or affiliates, nor any of the respective agents or representatives thereof, will respond to inquiries or proposals, or enter into or pursue any discussions, or enter into any agreements (oral or written), with respect to the sale, lease or other disposition of all or any portion of the Vanessa Transferred Business or of any of the Vanessa Assets to be transferred under this Agreement, other than with respect to normal commercial transactions in the ordinary course of business or as expressly permitted elsewhere in this Agreement.

8.7 Preservation of Records. The Sellers shall preserve all records relating to the Vanessa Assets and the Vanessa Transferred Business that are not transferred to Purchaser or TriQuint hereunder, or under any of the Interim Agreements, in accordance with Sellers’ normal and standard records retention policies for like portions of its business that it retains as a going concern; shall make copies of retained records or portions thereof upon reasonable advance request of Purchaser and/or TriQuint; and shall provide TriQuint with a written summary of its records retention policies in effect as of the time of close, which it shall update on request from TriQuint.

8.8 Business Communications Post Closing. After the Effective Date, the Sellers shall promptly and accurately refer or as applicable forward all inquiries, orders, payments, correspondence, and communications of any kind, including without limitation electronic, voice, or paper, concerning any aspect of the Vanessa Transferred Business that has been acquired by Purchaser and/or TriQuint to such telephone numbers and addresses, and to such personnel of Purchaser or TriQuint, as Purchaser or TriQuint from time to time informs the Sellers. To the extent Purchaser or TriQuint receives inquiries, orders, payments, correspondence, or communications of any kind concerning any aspect of Sellers’ business not transferred to TriQuint or Purchaser (whether because unrelated to the Vanessa

Transferred Business or because relating to aspects of the Vanessa Transferred Business retained by Sellers), Purchaser or TriQuint shall refer or as applicable forward them promptly and accurately to such telephone numbers and addresses, and to such personnel, of Sellers as Infineon from time to time informs TriQuint. Seller personnel will provide reasonable assistance by telephone consultation or other mutually convenient means to assist with successful transition of the business to TriQuint and Purchaser.

8.9 Survival of Representations and Warranties. Each representation, warranty, indemnity, covenant and agreement of any of the parties hereto shall survive the Effective Date; provided, however, that no party shall be entitled to assert any claim against any other for misrepresentations or breach of warranty under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within one (1) year after the Effective Date. (Notwithstanding the foregoing, in no event shall the Sellers on the one hand, or Purchaser or TriQuint on the other hand, be liable for any consequential or punitive damages.)

8.10 Accounting Data for Compliance. Infineon will support TriQuint with such accounting data as may be necessary to permit TriQuint to comply with reporting obligations to the Securities and Exchange Commission of the United States concerning this Agreement and the transaction it contemplates, promptly when needed to allow timely compliance by TriQuint.

8.11 Reserved.

8.12 Hi Rel Determination. The largest single contract under the Hi Rel business relates to an agreement originally entered into between SI Sicherungstechnik GmbH & Co. KG and Siemens Aktiengesellschaft dated December, 1998, identified on Schedule 2.5.1 as a contract providing for backlog from EADS Deutschland GmbH (the “Cobra Agreement). TriQuint will buy the Hi Rel business, including the Cobra Agreement, as otherwise contemplated by this Agreement, unless TriQuint determines, in good faith, that neither it nor one of its Affiliates will be able to manufacture the device described in the Cobra Agreement, and that it has been unable to reach replacement terms with the customer under the Cobra Agreement that TriQuint, in its sole discretion, is satisfied that it or its Affiliates will be able to fulfill. These conditions apply to this contingency:

8.12.1 How and When TriQuint Signifies Satisfaction of Condition. TriQuint will signify satisfaction of the stated condition through delivery of the Certificate identified in Section 5.4.3, as soon as it is able to do so. TriQuint’s right to deliver that certificate expires on September 30, 2002, U.S. Pacific time. TriQuint will in good faith inform Infineon as soon as it knows whether it will be able to issue the certificate or not.

8.12.2 Interim Commitments. Between the date of this Agreement and the Effective Time, and thereafter if necessary until September 30, 2002, the parties will work together to enable TriQuint to reach satisfaction. No party shall be obligated by this commitment to spend additional resources or commit additional funds (other than those incidental to travel or communications fairly associated with a good faith attempt at resolution).

8.12.3 Effect if Certificate Not Delivered. If the Certificate contemplated by Section 5.4.3 is not delivered on or before September 30, 2002, then as of the Effective Date, this Agreement will be deemed amended as follows:

(a) Minimum Price Adjustment. The Minimum Price defined in Section 4.1.1 shall be EUR 42 million, instead of EUR 45 million.

(b) HiRel Assets Excluded. TriQuint and Purchaser shall not acquire any rights in the Products identified in Schedule 1.10, or in intellectual property (whether Knowhow, Property Rights, Software, or Materials, or otherwise, and expressly but without limitation including test expertise) under Section 2.3 that is related exclusively

to the Hi Rel portion of the Vanessa Business (provided that the effect of the Residuals clause at Section 2.3.7(b) shall not be affected.)

(c) HiRel Excluded from Vanessa Business. The term “Hi Rel Devices” shall be excluded from Section 1.5 (including its subsections) and from the definition of the Vanessa Licensed Business, and the reference to Schedule 1.10 shall be excluded from Sections 2.4.1(c) and 6.4.2.

(d) HiRel Ancillary Agreement Excluded. The Hi Rel Agreement attached as Exhibit 2.6.1(f) shall not come into force, and shall be regarded as void.

(e) Infineon Retains Rights Necessary to Fulfill Hi Rel Obligations. The parties recognize that some of the Hi Rel products on Schedule 1.10 incorporate Galliumarsenide Devices, and so Infineon’s ability to supply such products to Customers requires special protection. Accordingly, Infineon’s activities in manufacturing the Hi Rel products listed on Schedule 1.10, and supplying them to customers, shall be excluded from the definition of “Competitive Activities” under Section 1.5, and shall be treated as outside the Vanessa Covenant Business for purposes of Section 2.3.7(a). Further, if the Certificate is not delivered, TriQuint does hereby grant Infineon a noncancellable, transferrable license, with rights to sublicense, to the Property Rights, Software, Materials, and Knowhow to which title is transferred under Section 2.3, to make, have made, use, and sell both the Hi Rel Devices listed on Schedule 1.10, and also modifications of the Galliumarsenide Device that is the subject of the Cobra Agreement as may be required in fulfillment or extension of that agreement between Infineon and its customer.

(f) Test Services. While Purchaser remains in the premises leased under the lease attached as Exhibit 2.6.1(a), Purchaser will continue to supply test services to Infineon for Hi Rel Products, at reasonable commercial rates.

(g) Rules of Construction. To the extent application of the rules of this Section 8.12.3 creates ambiguity or uncertainty in any Schedule or Exhibit to this Agreement, or any annex, schedule, or exhibit to any Ancillary Agreement, that ambiguity or uncertainty shall be resolved as follows. The governing interpretation shall be that which most fairly captures the parties’ intent 1) to preserve Infineon’s business in Hi Rel Devices; 2) to permit Infineon to fulfill its obligations under the Cobra Agreement as it exists on the signature date of this Agreement, and to engage in follow up projects involving the same device or new designs based on the same device, 3) to permit Infineon to fulfill its obligations to, and the reasonable commercial expectations of, customers for Hi Rel products listed on Schedule 1.10 that include Galliumarsenide Devices, and 4) to permit Infineon to sell the Hi Rel Business to a third party, if TriQuint does not acquire it.

9. Indemnification, Survival, Limitations.

9.1 TriQuint’s Indemnity. From and after the Effective Date, TriQuint will save, indemnify and hold harmless the Sellers and Sellers’ officers, directors, representatives, and employees from and against, and shall on demand reimburse the Sellers and Sellers’ officers, directors, representatives, and employees for damages suffered, by reason of any misrepresentation or breach of warranty by Purchaser or TriQuint or non-fulfillment of any covenant or agreement to be performed or complied with by Purchaser or TriQuint under this Agreement (unless the performance of or compliance with any such covenant or agreement has been expressly waived by any of the Sellers in writing) or under any agreement, certificate, document or instrument executed by Purchaser or TriQuint and delivered to the Sellers pursuant to this Agreement. TriQuint shall further defend Sellers from, and indemnify Sellers, and Sellers’ officers, directors, representatives, and employees, for any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees, incident to any of the foregoing. Sellers and Sellers’ officers, directors, representatives, and employees shall cooperate as

reasonably required by TriQuint in such proceedings (at TriQuint’s expense for out of pocket costs.)

9.2 Seller’s Indemnity. Subject to the limitations under Section 9.4 and 8.9 from and after the Effective Date, Infineon will save, indemnify and hold harmless Purchaser and TriQuint and Purchaser’s and TriQuint’s officers, directors, representatives, and employees from and against, and shall on demand reimburse Purchaser and TriQuint and Purchaser’s and TriQuint’s officers, directors, representatives, and employees for damages suffered by reason of any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement to be performed or complied with by any of the Sellers under this Agreement (unless the performance of or compliance with any such covenant or agreement has been expressly waived by TriQuint in writing) or under any agreement, certificate, document or instrument executed by any of the Sellers and delivered to Purchaser or TriQuint pursuant to this Agreement. Sellers shall further defend Purchaser and TriQuint and Purchaser’s and TriQuint’s officers, directors, representatives, and employees from, and indemnify Purchaser and TriQuint and Purchaser’s and TriQuint’s officers, directors, representatives, and employees for, any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable attorneys’ fees, incident to any of the foregoing. Purchaser and TriQuint and Purchaser’s and TriQuint’s officers, directors, representatives, and employees shall cooperate as reasonably required by Sellers in such proceedings (at Sellers’ expense for out of pocket costs.)

9.3 Indemnity Proceedings. If any action or proceeding covered by the foregoing clauses is commenced by a third party against a party entitled to indemnification under this Section 9 (an “Indemnitee”), the Indemnitee shall give the Indemnitor(s) prompt written notice of such proceeding and copies of all pleadings filed relating thereto within twenty (20) days after the Indemnitee’s receipt thereof.

9.3.1 Right to Defend. If the Indemnitor(s) shall, at its(their) option, elect by prompt written notice to each Indemnitee to contest or defend any such Covered Proceeding, the Indemnitor(s) shall, subject to the provisions of this Section 9.3, be entitled, at its or their sole cost and expense, to contest or defend the same with counsel of its or their own choosing, but reasonably satisfactory to the Indemnitee, and in such event the Indemnitee shall not settle, compromise, pay or discharge the same without the prior written consent of the Indemnitor(s) (which consent shall, however, not be unreasonably withheld or delayed), so long as the Indemnitor(s) is(are) actively contesting and defending the same in good faith. In such a defense, Indemnitor may settle in its discretion on any terms that do not require Indemnitee to pay money, do not require Indemnitee to refrain from or perform any act, and secure for Indemnitee a full release. Settlement on terms that do not meet those conditions requires the written consent of the Indemnitee. If Indemnitor elects not to accept the tender of a defense, then Indemnitee may defend, at Indemnitor’s cost, provided that the cost must be reasonable in light of the amounts at stake.

9.3.2 Waiver by Failure to Tender. Claims for indemnity with respect to proceedings as to which defense is not timely tendered, are waived. Tender shall be timely even if beyond the twenty days so long as the Indemnitor(s) is (are) not prejudiced by any delay.

9.3.3 Special Provisions when Injunction is Sought. If the proceeding indemnified against does not seek only monetary damages, but seeks any injunction or other equitable relief or specific performance against any Indemnitee, then the Indemnitee shall be entitled to settle and discharge any claim arising thereunder; provided that if the Indemnitee shall elect to settle and discharge any such particular claim, the indemnity obligation of the Indemnitor(s) with respect thereto shall be limited to that portion of the liability arising from the election of the Indemnitee not to contest but rather to settle and discharge the same (without the consent of the Indemnitor(s)) which is reasonable after taking into account the substantive merits of the position taken by the

Indemnitor(s) in opposing such claim, as compared to the risks of litigation or other opposition.

9.3.4 Participation Right. If the Indemnitor(s) elect(s) to defend a Covered Proceeding, the Indemnitee shall be entitled to participate in the defense thereof with its own separate counsel and receive copies of all pleadings and other papers in connection therewith. In such event, the fees and expenses of such Indemnitee’s counsel shall, except as otherwise provided in this Section 9, be borne by the Indemnitee, unless the Indemnitee reasonably determines that it may have one or more defenses available to it which are different from or in additional to those available to the Indemnitor. In such event, the Indemnitor shall not have the right to direct the defense of the claim, and the Indemnitor may do so at Indemnitee’s expense, provided that the expense must be reasonable in light of the amounts involved.

9.4 Limitations. None of the parties shall be liable to any of the other parties for breach of any warranty or representation or any other provision of this Agreement, except as follows:

9.4.1 Sellers. If one of the warranties, undertakings and representations specified in this Agreement made by Sellers shall be incorrect in whole or in part, TriQuint or Purchaser shall inform Infineon immediately upon acquiring knowledge of this inaccuracy and demand that Infineon restores the situation as if such representation, undertaking, or warranty had not been violated. If within the period of eight weeks after receipt of such a notification, Infineon fails to comply with this demand, Infineon shall be liable for the damage incurred directly by the Purchaser as a result of such a complete or partial inaccuracy or breach. Consequential or indirect damages, such as loss of profit, shall not be compensated for (provided that the parties recognize that loss of profit may be the proper measure of direct damages for breach of the convenants covenants related to non-competition, and Purchasers shall be entitled to remedies of specific performance also with respect to those covenants.) There shall be no claim of TriQuint or Purchaser for damages resulting under this Agreement except if and to the extent that any individual claim exceeds EUR 50,000 (the “Relevant Amount”) and the aggregate amount of all Relevant Amounts exceeds EUR 500,000 in which case Seller shall be liable for the aggregate of the Relevant Amounts (“Freigrenze”). Infineon’s liability for claims resulting from this Agreement shall be restricted to a total of EUR 5,000,000 (in words: five Million Euro), provided that TriQuint and Purchaser shall be entitled, in addition to damages, to injunctive relief and/or specific performance with respect to claims under Section 2.10 (noncompetition and related covenants); Section 2.3 (related to intellectual property matters); and sections of this Agreement calling for delivery of signatures or documents related to the Vanessa Transferred Business. This limitation on liability shall not apply to damages or remedies under each Ancillary Agreement. All other or further claims on the part of TriQuint and/or Purchaser not deriving from the representations and warranties and commitments of this Agreement and the Ancillary Agreements, irrespective of the legal basis, are excluded (to the extent permissible by law). The reversal of the contract by the Purchaser on whatever legal basis (other than fundamental fraud) shall also be excluded.

9.4.2 Infineon’s Exclusive Liability. Infineon alone shall be liable to TriQuint and/or Purchaser subject to the terms of this Section 9.4 for all of TriQuint’s or Purchaser’s claims resulting from this Agreement, in particular from Sections 6 and 8 even if the claims are based on the infringement of warranties concerning circumstances within the sphere of Infineon US.

9.4.3 TriQuint’s Liability. TriQuint shall be jointly and severally liable for all of Sellers’ claims resulting from this Agreement against Purchaser. If one of the warranties, undertakings and representations specified in this Agreement made by TriQuint or Purchaser shall be incorrect in whole or in part, Infineon shall inform TriQuint immediately upon acquiring knowledge of this inaccuracy and demand that TriQuint restores the situation as if such representation, undertaking, or warranty had not been

violated. If within the period of eight weeks after receipt of such a notification, TriQuint fails to comply with this demand, TriQuint shall be liable for the damage incurred directly by Infineon or Infineon US as a result of such a complete or partial inaccuracy or breach. Consequential or indirect damages, such as loss of profit, shall not be compensated for. There shall be no claim of Sellers under Section 7 except if and to the extent that any individual claim exceeds EUR 50,000 (the “Relevant Amount”) and the aggregate amount of all Relevant Amounts exceeds EUR 500,000 in which case TriQuint shall be liable for the aggregate of the Relevant Amounts (“Freigrenze”). TriQuint’s liability for claims under this Agreement shall be restricted to a total of unpaid amounts due as consideration hereunder, plus EUR 5,000,000 (in words: five Million Euro), provided that TriQuint shall be liable to the full extent of third party liabilities assumed, and provided that Infineon shall be entitled, in addition to damages, to injunctive relief and/or specific performance with respect to claims under Section 2.3 (related to intellectual property matters). This limitation on liability shall not apply to damages or remedies under each Ancillary Agreement. All other or further claims on the part of Infineon not deriving from the representations and warranties and commitments of this Agreement and the Ancillary Agreements, irrespective of the legal basis, are excluded (to the extent permissible by law). The reversal of the contract by the Purchaser on whatever legal basis (other than fundamental fraud) shall also be excluded.

9.4.4 In case of Intentional Acts. In case of fraud, or misrepresentation known to the party making them, or intentional breach by any party that is not cured promptly within ten days of Notice, then with respect to that party and that event, to the full damages caused in addition to the limits of the foregoing section.

9.4.5 Interim Agreements. In case of breach of any Interim Agreement that speaks as to recovery of damages, to the extent described in such agreement.

10. Other Matters.

10.1 Publicity. Prior to the Effective Date, no publicity release or similar public announcement concerning this Agreement or the transactions contemplated hereby shall be issued by any party to this Agreement (or its/their representatives) without prior consent to the form and substance thereof by TriQuint (in the case of any proposed release or announcement by or on behalf of any of the Sellers or any of them)or Infineon (in the case of any proposed release or announcement by or on behalf of Purchaser or TriQuint). Infineon will promptly review and will not unreasonably withhold its consent to publication of a press release or public filing, if TriQuint determines that such a release is necessary in order to comply with its legal obligations.

10.2 Assignment. This agreement is not assignable by any party, without the consent of both Infineon and TriQuint.

10.3 Controlling Law, Disputes Jurisdiction. This Agreement and each of the Ancillary Agreements and any other agreements and instruments executed and delivered pursuant hereto and thereto (except as they state otherwise) shall be construed and enforced in accordance with the substantive laws of the Federal Republic of Germany, without regard to principles of conflict of laws, provided that the governing law with respect to the transfer of any title will be the law applicable to the jurisdiction in which the asset resides, and the law governing relationships with any employee will be the law applicable to the jurisdiction within which that employee is principally employed. Any dispute arising under or related to or in connection with this Agreement or any of such other agreements and instruments (except as they provide otherwise) shall be dealt with as follows:

10.3.1 Executive Conferencing. Either party may refer any dispute that cannot be resolved by the managers directly involved to an Executive Conference for resolution. If a dispute is referred to Executive Conference, the referring party shall designate any manager senior to those whose day to day responsibility is involved in the dispute (or the CEO if no other senior manager can be designated); shall describe the dispute in terms sufficient to inform the other party fairly of all matters involved therewith; and shall

propose several alternate dates within one month to meet to resolve the dispute. The other party shall likewise designate a manager senior to those whose day to day responsibility is involved in the dispute (or the CEO if no other senior manager can be designated), and shall select one of the offered dates. On that date the designated managers shall meet in person, at a place reasonably agreed by those managers. The designated managers shall have full power to resolve the dispute, and shall meet alone, with such documents as they wish, and each shall commit at least one full business day to the process (more if the they both consent.) consent). Each may be accompanied by such additional people as they both may agree during such times as they both may agree.

10.3.2 Arbitration. If any dispute cannot be settled through executive conferencing, such dispute, including any question regarding its existence, validity or termination, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, Paris (“Rules”) by three arbitrators appointed in accordance with the said Rules. Unless otherwise agreed by the parties, arbitration shall take place in London, England, or as otherwise agreed by the parties. However, if Executive Conferencing has been requested by one party, and the other has declined, then subsequent arbitration on the matter that was the subject of the Executive Conferencing request shall take place in the home jurisdiction of the party that requested the Executive Conference. Arbitration shall be held in English. Rules of discovery shall be as defined by the Rules, and may be supplemented in the interests of fairness by the arbitrators. The arbitrators shall have power to award remedies of specific performance or injunctive relief as well as damages within the limits of this Agreement or the applicable Ancillary Agreement. Each party agrees that service of process, including demands for arbitration, may be made on such party through the procedures set forth herein for Notice. The results of arbitration shall be final and binding on the parties, and may be enforced in any court of competent jurisdiction.

10.3.3 Legal Fees. In any arbitration, the legal fees of the parties and expenses of arbitration shall be borne by the prevailing party, in such proportion as the arbitrator(s) find just and equitable.

10.4 Notices. All notices shall be in writing and shall be deemed to have been duly given when delivered personally, or when the transmission receipt of a fax shows transmission is complete, or upon the date a return receipt of notice sent by registered mail shows the notice has been accepted, refused, or returned undeliverable. In each case, the notice must be sent to the appropriate address or fax number listed below, or to such replacement address or fax as the parties may by notice provide.

if to any of the Sellers, to:

Infineon Technologies AG

Attn: Legal Department

Postfach 80 09 49 D-81609 Muenchen

St. Martin Stra8e 53 D-81669 Muenchen

Germany

FAX: (49) (089) 234-2-69-83

if to Purchaser or TriQuint to:

TriQuint Semiconductor, Inc.

Attn: Chief Financial Officer

2300 NE Brookwood Parkway

Hillsboro, OR 97124

USA

FAX: (1) 503 615 8904

With a copy to:

Ater Wynne LLP

Attn: William C. Campbell

222 S. W. Columbia St.

Portland, OR 97201

USA

FAX: (1) 503 226-0079

10.5 Expenses. Except as expressly set forth in this Agreement, each of the parties shall pay its own fees and expenses with respect to the transactions contemplated hereby.

10.6 Entire Understanding. This Agreement sets forth the entire understanding of the parties hereto in respect of the subject matter hereof and may not be modified, amended or terminated except by a written agreement specifically referring to this Agreement signed by all of the parties hereto. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter.

10.7 Waivers. No waiver shall be effective unless in writing and signed by the party granting such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

10.8 No Third Party Beneficiaries. Nothing herein, express or implied, is intended or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the parties hereto, any rights, remedies or other benefits under or by reason of this Agreement or any documents executed in connection with this Agreement.

10.9 Specific Performance. The Sellers agree that the Vanessa Assets include unique property that cannot be readily obtained on the open market and that TriQuint will be irreparably injured if this Agreement is not specifically enforced. Therefore, TriQuint shall have the right specifically to enforce the performance of the Sellers under this Agreement without the necessity of posting any bond or other security, and the Sellers hereby waive the defense in any such suit that TriQuint has an adequate remedy at law and agree not to interpose any opposition, legal or otherwise, as to the propriety of specific performance as a remedy. The remedy of specifically enforcing any or all of the provisions of this Agreement in accordance with this Section 10.9 shall not be exclusive of any other rights or remedies which TriQuint may have under this Agreement, at law in equity or otherwise, all of which rights and remedies shall be cumulative.

10.10 Construction. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. Unless otherwise indicated, reference in this Agreement to a “Section” or Article” means a Section or Article, as applicable, of this Agreement. When used in this Agreement, words such as “herein”, “hereinafter”, “hereof”, “hereto”, and “hereunder” shall refer to this Agreement as a whole, unless the context clearly requires otherwise. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The Section and paragraph headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said Sections and paragraphs.

10.11 Severability. If any clause of this Agreement is ruled void or unenforceable, that provision shall be amended so as to conform as nearly as possible to the purpose of the parties while preserving its enforceability. If such amendment is not possible, that clause shall be severed, and the remainder of the agreement shall remain in full force and effect.

10.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

Infineon Technologies AG

By:	/s/ Nicole Lau, /s/ Thomas Pollakowski
	Name: Lau
	Title: Senior Director

Infineon Technologies North America Corp.

By:	/s/ Miriam Martinez
	Name:
	Title:

TriQuint Semiconductor, Inc.

By:	/s/ Ronald Ruebusch
	Name:
	Title:

TriQuint Semiconductor GmbH

By:	/s/ Stephanie Welty
	Name:
	Title:

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EX-2.1-1 4 a2084149zex-2_11.htm EXHIBIT 2.1.1

Exhibit 2.1.1

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Interim Supply Agreement

between

Infineon Technologies Aktiengesellschaft, München, Federal Republic of Germany

- hereinafter referred to as “Seller” -

and

TriQuint Semiconductor, Inc., 2300 NE Brookwood Parkway, Hillsboro, OR 97124

- hereinafter referred to as “Buyer” -

Seller and Buyer are hereinafter referred to as “Parties”.

Preamble

WHEREAS Buyer is taking over Seller’s Gallium Arsenide (GaAs) business. The Buyer will transfer frontend processes and Products to its own fabrication line to the United States. Buyer intends to procure from Seller GaAs Products in order to fulfill the demand of its customers by delivering Seller’s Products for the Supply Period as outlined hereafter. Seller will maintain fabrication in order to fulfill Buyer’s demand, only. Seller will not produce GaAs Products in order to sell them to a third party.

During and after the Supply Period Seller will offer package foundry service for a defined period of time, which will be described in a separate contract.

WHEREAS, for their mutual benefit, the Parties seek to secure the supply, to improve the planning, to ensure delivery on time, to minimize the respective stocks and to reduce the expenditures for the transaction of business.

NOW THEREFORE in consideration of the above, the Parties agree to the following terms and conditions.

1. Subject of the Agreement

1.1 Subject of this agreement (hereinafter either referred to as “Agreement” or “Interim Supply Agreement”) is the procurement of the Products as specified in Schedule 1 (referred to as “Products”) by Buyer or its Subsidiaries as listed in Schedule 2 from Seller.

Subsidiary shall mean a company which is under control of a Party, i.e. of which more than 50% of the issued voting capital is owned directly or indirectly by a Party.

Unless otherwise stated herein the term Buyer means Buyer itself or its relevant Subsidiary depending on who purchases the Products.

1.2 The Products are delivered according to the terms of this Agreement subject to purchase orders of Buyer confirmed by Seller.

1.3 Buyer shall place purchase orders with Seller covering its demand in the [***] beginning July 1, 2002 (hereinafter referred to as “Supply Period”). The first such purchase orders will need to be placed prior to the beginning of the Supply Period, after consultation between Buyer and Seller regarding the timing and other logistics issues relating to such orders, pursuant to the schedule set forth in Schedule 7.

2. Demand Planning and Purchase Orders

2.1 At the beginning of the Supply Period, Seller shall submit to Buyer a Volume Rolling Forecast, set forth in Schedule 1(c), per Product or Product family by [***], covering the [***]. On or about [***], Buyer shall submit to Seller an updated business outlook, per Product or Product family by [***], for the [***] of the Supply Period.

2.2 [This Section is intentionally blank.]

2.3 This Section 2.3 provides additional procedures for orders placed by Buyer under this Agreement.

(a) At the start of the Supply Period and then every two weeks, Seller shall provide the following information and reports to Buyer:

Reports of Seller’s uncommitted inventories: (1) finished goods inventory (FGI), (2) die bank, (3) backend WIP, and (4) wafer WIP.

At the start of the Supply Period, Seller shall provide the following information and reports to Buyer:

(i) Information regarding Seller’s estimated good units (EGU) for wafer lot starts based on the applicable wafer lot size of 8, 12, or 25 wafers, provided by product;

(ii) Information regarding Seller’s EGU for the Existing Die Bank and Existing Backend WIP, provided by product;

(iii) Information regarding the minimum number of wafers per week that must be started in Seller’s wafer fab, provided by process, as set forth in Schedule 8; and

(iv) Information regarding the leadtimes for Front End (by process) and Back End (by package family) production, according to Schedule 9.

(b) The Buyer is responsible for placing Purchase Orders based on the information given to Buyer under Section 2.3 (a). The Buyer may place orders for Front End Production (to refill the die bank) or for Back End production (to achieve finished products).

(c) Buyer is responsible for scheduling the delivery dates to meet the needs of Buyer’s end customers taking into account the leadtimes for the Front End and Back End production steps of the Seller.

(d) Buyer may place purchase orders for finished Products based on goods in existing inventory (wafer WIP, backend WIP, die bank, FGI).

(e) Buyer may order quantities of Products to be fabricated that are multiples of the EGU from a wafer lot, based on the applicable wafer lot size of 8, 12, or 25 wafers.

(f) Before Buyer can place Purchase Orders for a Product which require new wafer starts, Buyer is obliged to consume any existing inventory of that Product (whether wafer WIP, backend WIP, die bank, or FGI).

(g) If, at the end of the Supply Period, Seller has backend WIP or die bank remaining that is needed to fulfill Buyer’s open purchase orders, Seller will complete the necessary processing to fulfill those orders.

(h) However, nothing obligates Buyer to buy any inventory not covered by a purchase order (whether FGI, die bank, or backend WIP) at the end of the Supply Period. The parties will reasonably cooperate with each other to coordinate priorities for completing Buyer’s purchase orders at the end of the Supply Period.

(i) Buyer will place its purchase orders such that Seller’s new wafer fabrication meets the minimum levels set forth in Schedule 8, but does not exceed the maximum levels by process, set forth in Schedule 5.

2.4 During the Supply Period, Buyer will place purchase orders with Seller from time to time covering Buyer’s demand. Seller will load its fabrication based on these purchase orders.

2.5 Buyer shall forward its purchase orders in writing to the agreed order entry point at Seller. Individual purchase orders shall only be deemed concluded, if Seller accepts the purchase orders within two (2) business days after receipt thereof. Seller shall make good faith commercially reasonable efforts to accept the purchase orders and meet Buyer’s demand.

2.6 The terms and conditions of this Interim Supply Agreement shall apply to any purchase order of Buyer regarding the Products even if the purchase order does not refer to this Agreement expressly. Any separate general terms and conditions of Buyer or Seller shall not apply.

2.7 Minimum Loading
Buyer will purchase and Seller shall deliver a minimum of [***] € in Products during the Supply Period (refer to Section 5 of this Agreement). This minimum purchase includes any finished Products, work in process, and dies purchased by Buyer under Section 17.2 of this Agreement. This minimum purchase also includes orders placed before the Supply Period begins. Seller has to place orders in a way that this minimum loading can be achieved under the constraint of monthly maximum volumes as defined in Schedule 5.

2.8 Maximum Volume for Products
The maximum volume of Products which can be delivered to Buyer during the Supply Period is limited to monthly maximum volumes by package families as indicated in Schedule 5.
If Buyer requires higher volumes, Seller shall make good faith commercially reasonable efforts to fulfil Buyer’s demand. If the higher volume requires additional efforts, individual conditions will be negotiated.

2.9 Seller shall ship the Products in accordance with Buyer’s purchase orders.

3. Delivery

3.1 The Products are delivered “DDP at site” for all deliveries into European countries being members of the European Union, “DDU at site” for all deliveries into any other European country, otherwise “FCA Seller’s Warehouse”.
The terms of delivery refer always to Incoterms 2000.

3.2 The delivery date is defined by week. Seller shall deliver within the agreed delivery week.

3.3 In case Seller realizes that he cannot adhere to the agreed delivery date, he shall without delay inform Buyer and indicate the prospective duration of the delay. The Parties shall immediately endeavor to find reasonable remedial measures.

3.4 If Seller is in delay with deliveries for which it is responsible, Buyer shall grant Seller a reasonable grace period of at least one week. After expiration of that grace period

and if Buyer substantiates that it has suffered damages due to the delay, Buyer may claim per full week of delay liquidated damages of one half of one percent of the price of the delayed Products up to a maximum amount of five percent (5%) of such price.

3.5 The regulation of delivery during the first order horizon is indicated in the Schedule 7.

3.6 Seller shall deliver the following reports and notices to Buyer:

(a) Seller shall provide a backlog report for open orders Buyer has placed with Seller. This report shall include original committed delivery date, and the current scheduled delivery date, for each line item. Seller shall deliver this report to Buyer weekly.

(b) Seller shall provide shipment alert notices to Buyer once Products are shipped. These notices shall identify Buyer’s purchase order, the line item shipped, the quantity shipped, and the AWB number for the shipment.

4. Rescheduling and Cancellation

4.1 Buyer is obliged to buy all Products where production has been started according Section 2 based on confirmed purchase orders from Buyer, to the extent of the quantity ordered (either as dies or as finished goods).

4.1 If subsequently to the confirmation of any purchase order a Party requires an earlier or later delivery date as agreed, the Parties shall use reasonable efforts to find a mutually acceptable solution.

4.3 Seller transfers its GaAs branch to Buyer and fabricates Products for Buyer exclusively. Thus, except as provided elsewhere in this Agreement, Seller can not accept any cancellation of already started production based on confirmed purchase orders from Buyer without charging full cancellation cost to Buyer. Cancellation cost shall as set forth in Schedule 4.

5. Prices

5.1 The purchase prices of the Products (hereinafter referred to as “Transfer Prices”) are specified in Schedule 1(b) and are valid for the agreed upon Supply Period.

5.2 Transfer Prices are based on the clause of the Incoterms 2000 as defined in Section 3.1 and include packaging. The respectively valid VAT shall be added to the Transfer Price.

5.3 Other Pricing Situations.

(a) If Buyer would like to order a product that is not listed in Schedule 1(b), but was included among the products listed on Schedule 1.21 to the Sale and Transfer Agreement dated April 29, 2002 among Buyer, Seller, and certain subsidiaries of Buyer and Seller, then the Transfer Price will be separately negotiated in good faith by Buyer and Seller before Buyer issues a price quotation for that Product to Buyer’s end customer.

(b) If one of Buyer’s end customers presents Buyer with a valid quotation for a Product, which was issued by Seller prior to the beginning of the Supply Period, and if that quotation quotes a price for that Product that is lower than two times the Transfer Price specified in Schedule 1(b), then the Transfer Price for that Product shall be 50% of the price specified in the quotation.

6. Invoices and Terms of Payment

6.1 Seller shall issue for every delivery an invoice meeting the requirements of the tax laws. The invoice shall show the price per ordered Product; the order number line item and the Product part number.

6.2 Payments shall be effected without deduction in EURO within 30 days from the invoice date.
In case of any dispute arising out of an individual purchase contract, Buyer shall in any case pay the undisputed part of the invoice related to such purchase contract according to the payment terms mentioned above.

7. Risk, Title

7.1 Risk of loss or damages shall pass onto Buyer according to the clause of the Incoterms 2000 as defined in Section 3.1.

7.2 Seller retains title to the Products until all payments due to Seller have been finally effected by Buyer.

8. Quality
Refer to Schedule 3.

9. Warranty

9.1 Seller shall deliver Products which are free from any defects.

9.2 The Products are free from defects, if they materially comply with the agreed upon specifications and are free from defects in material and workmanship. The qualities of the Products are exclusively and finally described in Schedule 1 to this Agreement and the Product specifications referred to in the respective Schedules. Notwithstanding the foregoing, Seller shall not be responsible (a) for insignificant defects, including but without limitation any defects that do not affect the use of the Product intended by Buyer, (b) for any non reproducible computer bugs and (c) for defects arising out of parts, software or other material or instructions provided by Buyer. The warranties stated in Section 9 are exclusive and in lieu of all other warranties, whether express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.

9.3 Seller shall at its sole discretion repair or replace the non-compliant Products. In case these corrective actions fail within a reasonable period of time, Buyer is entitled to request price reduction or to cancel the relevant purchase contract and request Seller to take back the Products delivered (under such purchase contract) and to reimburse the purchase price; the claim for performance shall then be excluded.

9.4 The warranty period shall be 24 months starting on the date the risk of loss or damage has passed onto Buyer according to Section 7.1.

9.5 Seller’s liability for any further damages resulting from the non-compliance of the Products and any further rights of Buyer due to the non-compliance shall be limited pursuant to the stipulations of Section 16.

10. Technical Changes

10.1 Seller is entitled to technically change the Products. If technical changes affect form, fit or function of the Products (major changes according to JEDEC 46 B), then the following must occur: (1) Seller shall inform Buyer about the changes in writing by sending a product change notification (hereinafter referred to as “PCN”), including all appropriate qualification data that is reasonably acceptable to Buyer, ninety (90) days before start of delivery of the altered Products; and (2) Buyer’s customer must consent to the change. If the technical changes are minor changes according to JEDEC 46 B, Seller shall inform Buyer about the changes in writing by sending a PCN, including all appropriate qualification data that is reasonably acceptable to Buyer, ninety (90) days before start of delivery of the altered Products unless mutually agreed.

11. Discontinuance of Production

After mutual agreement production of defined Products can be discontinued. If the actual monthly loading based on Buyer’s requirements falls below the minimum wafer start per week (WSPW) value (see Schedule 8), both parties will mutually agree on the discontinuation of the respective technology family.

If MESFET production has been discontinued as described above, Buyer may cause Seller to reactivate its MESFET production, on the condition that at the time of reactivation, the actual monthly loading for HEMT production is in compliance with the minimum WSPW requirements. Buyer may only cause Seller to reactivate its MESFET production once during the Supply Period, and in any event not later than January 2, 2003.
If Buyer causes Seller to reactivate its MESFET production, Buyer has to issue purchase orders early enough to allow Seller to plan production and purchase raw material.

12. Industrial and Intellectual Property Rights

12.1 Seller shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any process employed by Seller constitute direct infringement of intellectual property rights or copy rights (all together hereafter referred to as “Protective Rights”), and shall pay all damages and costs finally awarded therein against Buyer.

12.2 If the process employed by Seller shall be held to infringe any Protective Rights under circumstances in which Seller is obligated to defend under the previous paragraph, Seller shall at its cost and option exert all commercially reasonable efforts to: (a) acquire for Buyer a right to use the Product, (b) develop a not infringing Product, which substantially complies with the specifications of the infringing Product, (c) modify the Product to become non-infringing or (d) deliver an equivalent non-infringing Product.

12.3 The obligations of Seller mentioned in Section 12.1 above apply under the precondition that Buyer informs Seller without delay in writing of any claims for infringement of Protective Rights, does not accept on its own any such claims and conducts any disputes, including settlements out of court, only in agreement with Seller.

12.4 Any liability of Seller pursuant to Section 12.1 shall be excluded, if the infringement of Protective Rights is not caused by the Product itself, for example if such infringement results from the application of the Product (including any application-specific circuitry implemented in the Product), unless Seller did offer the Product especially for such infringing application.

12.5 Any liability of Seller shall also be excluded, if the infringement of Protective Rights results from specific instructions given by Buyer or the fact that the Product has been changed by Buyer or is being used in conjunction with products not delivered by Seller, which convert an otherwise non-infringing Product to an infringing Product.

12.6 The provisions of this Section 12 shall survive the expiration or termination of this Agreement.

12.7 Any and all obligations of Seller referring to infringement of Protective Rights arising out of the fulfillment of this Agreement other than lined out in this Section 12 shall be excluded.

13. Confidential Information

13.1 The Parties shall use all information, which they receive in connection with this Agreement and which has been marked as confidential, only for the purposes of this Agreement and they shall keep this information confidential to third parties with the same degree of care as they use with respect to their own confidential information. This obligation shall survive the expiration or termination of this Agreement for a period of 3 years.

13.2 This obligation shall not apply to information, which is or becomes public knowledge or which is provably independently developed or lawfully received from a third party.

14. Force Majeure

Neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by force majeure such as, but not limited to, riots, civil commotions, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective Party and of its sub-contractors. In such events, the affected Party shall immediately inform the other Party of such circumstances together with documents of proof and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of

such cause and the period reasonably required to perform the obligations in such cases.

15. Export Control Regulations

The Parties agree to inform each other about any export or re-export restrictions and regulations and about the Export Control Classification Numbers (ECCN) relating to Product(s). Buyer guarantees to comply with any export or re-export restrictions and regulations relating to Product(s).

16. Liability

16.1 Seller assumes liability for any personal injury for which he is found responsible without limitation. If found responsible for property damages of Buyer, Seller shall indemnify Buyer for expenses incurred for restoration of the damaged property up to a maximum amount of EURO [***] per damage event and EURO [***] per calendar year.

16.2 Apart from warranties and liabilities expressly stipulated in this Agreement, Seller disclaims all liability regardless of the cause in law, in particular the liability for indirect or consequential damages arising from interrupted operation, loss of profits, loss of information and data, unless in any cases where liability is mandatory at law.

17. Term and Termination

17.1 This Agreement shall be effective as from the first day of the Supply Period and shall run until the last day of the Supply Period. The last orders for Products from the following technology families must be made on or before the dates indicated below:

	For HEMT Products:		[***]
	For MESFET Products:		per agreement (refer to Section 11);
	latest [***]
	For HBT Products:		[***]

17.2 At the end of the Supply Period, if Buyer has not purchased the minimum amount of Products specified in Section 2.7, Seller shall sell and Buyer shall purchase Buyer’s choice of the Products contained in FGI, Die Bank, or Backend WIP, up to the minimum purchase amount specified in Section 2.7, at the prices specified in Schedule 6. At the end of the Supply Period, if Buyer has purchased the minimum amount of Products specified in Section 2.7, Buyer and Seller may negotiate the purchase and sale of any Products contained in FGI, Die Bank, or Backend WIP. After the first six months of the Supply Period, the Parties will perform a business review regarding the rest of the Supply Period, and will reasonably negotiate and cooperate with each other to help ensure that Buyer can meet or exceed the minimum purchase amount specified in Section 2.7 by placing orders that Seller can fill during the supply period.

18. Arbitration

18.1 All disputes arising out of or in connection with this Agreement or individual purchase contracts signed hereunder, including any question regarding their existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, Paris (“Rules”) by three arbitrators in accordance with the said Rules.

18.2 Each party shall nominate one arbitrator for confirmation by the competent authority under the applicable Rules (“Appointing Authority”). Both arbitrators shall agree on the third arbitrator within 30 days. Should the two arbitrators fail within the above time-limit to reach agreement on the third arbitrator, he shall be appointed by the Appointing Authority.

18.3 Unless otherwise agreed by the parties, arbitration shall take place in London, England, or as otherwise agreed by the parties. However, if Executive Conferencing has been requested by one party, and the other has declined, then subsequent arbitration on the matter that was the subject of the Executive Conferencing request shall take place in the home jurisdiction of the party that requested the Executive Conference. The procedural law of this place shall apply where the Rules are silent.

18.4 The language to be used in the arbitration proceeding shall be English.

19. Applicable Law

This Agreement and individual purchase contracts signed between the Parties hereunder shall be governed by and construed in accordance with the law in force in Germany without reference to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 shall be excluded.

20. Miscellaneous

20.1 Alterations and amendments to this Agreement shall only be valid if made in writing.

Any waiver of this requirement for the written form shall likewise be in writing.

20.2 The effectiveness of this Agreement shall not be impaired if any provision of this Agreement should be completely or partially invalid or unenforceable. In this case, the Parties shall agree on a provision, that meets the economical intention of the invalid or unenforceable provision.

20.3 The language of this Agreement shall be English. Correspondence, technical and commercial documents as well as any information relating to this Agreement shall be in English.

21. Entirety of Agreement

This Agreement together with the individual purchase contracts and the Schedules listed in Section 22 (herein referred to as “Schedules”) shall constitute the entire understanding between the Parties to the subject matter herein.

This Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter.

22.	Schedules


	Schedule 1:	(a) Overview
		(b) Price list per ordering code
		(c) Seller’s VRFC at beginning of Supply Period
	Schedule 2:	List of Buyer’s Subsidiaries
	Schedule 3:	Quality Agreement
	Schedule 4:	WIP Termination Schedule
	Schedule 5:	Maximum Order Volume per Month (Assembly and Testing)
	Schedule 6:	Prices
	Schedule 7:	Regulations during First Order Horizons
	Schedule 8:	Minimum Wafer Start Per Week (WSPW) per Technology Family and per Week
	Schedule 9:	Leadtimes

In case of discrepancy between the provisions of any Schedule above and this Interim Supply Agreement, the terms and conditions of this Interim Supply Agreement shall prevail.

Date:	Date:	July 1, 2002

TriQuint Semiconductor, Inc.	Infineon Technologies Aktiengesellschaft

/s/ Ronald Ruebusch	/s/ Nicole Lau
TriQuint Semiconductor, Inc.	Infineon Technologies Aktiengesellschaft

	/s/ Juergen Ebmeyer

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EX-2.1-2 5 a2084149zex-2_12.htm EXHIBIT 2.1.2

Exhibit 2.1.2

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Side letter to the Interim Supply Agreement

between TriQuint Semiconductor, Inc., 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and Infineon Technologies Aktiengesellschaft, München, Federal Republic of Germany

Infineon transfers a frame contract dated 23.01.2001between [***] and Infineon Technologies AG. The transfer is planned to be effective with the Effective Date of the Sale and Transfer Agreement. In this frame contract, the general terms and conditions are regulated for the supply of [***] devices, which are sold exclusively to [***].

Infineon is willing to continue production of [***] under the terms of the INTERIM SUPPLY AGREEMENT under the following special terms and conditions:

1. Infineon represents and warrants to TriQuint that Infineon does not own or control the [***] or tooling for the [***] devices, and that the [***] and tooling are owned by [***]. Consequently, Infineon cannot and does not make the [***] available to TriQuint under Art. 5.4 of the Backend Foundry Agreement.

2. Infineon’s obligation to produce [***] devices is subject to continued supply of the [***]. Infineon may terminate production of [***] devices in case [***] are not available for such production.

The terms and conditions for the supply of [***] from Infineon to TriQuint is regulated in the Interim Supply Agreement.

TriQuint Semiconductor, Inc.		Infineon Technologies AG

/s/ Ronald Ruebusch		/s/ Nicole Lau

		/s/ Juergen Ebmeyer

EX-2.1-3 6 a2084149zex-2_13.htm EXHIBIT 2.1.3

Exhibit 2.1.3

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Cooperation Agreement

by and between

TriQuint Semiconductor, Inc.

(hereinafter referred to as “TQS”)

and

Infineon Technologies AG,

(hereinafter referred to as “Infineon”)

Cooperation Efforts

in the field of Wireless System Platforms

Table of Contents

1.	Definitions

2.	Carrying out of the DEVELOPMENT WORK

3.	Completion of the DEVELOPMENT WORK

4.	Costs of the DEVELOPMENT WORK

5.	Secrecy

6.	Warranties and Limitation of Liabilities

7.	DEVELOPMENT RESULTS, INFORMATION and Rights thereunder

8.	Supply Agreement

9.	Term and Termination

10.	Arbitration

11.	Substantive Law

12.	Miscellaneous

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Scope

This Agreement sets forth the parties’ respective rights and obligations regarding P2003 and future reference design and supply.

Infineon and TQS are entering into this cooperation agreement to provide a best in class, highest integrated, highly cost competitive radio front end for GSM/GPRS, EDGE, WBCDMA, and other 3G system solutions, and to provide a framework for an ongoing preferred supplier relationship between TQS and Infineon.

Among these system solutions, Infineon will develop (with TQS’s assistance) according to the milestone plan outlined in SCHEDULE 3 the Wireless Solution Platform 2003 (“P2003”). P2003 will be functionally demonstrated during the Cannes GSM World Congress in March 2003. P2003 is anticipated to reach its volume peak during CY 2004.

Provided that Triquint hits all the mutually defined targets for P2003, Triquint will continue to be the preferred supplier for subsequent platform developments. (future reference designs). Mutual definition will include TriQuint’s identification of the specific components and/or subassemblies it is prepared to design and bid for P2003. Infineon understands that in view of the tightness of schedule anticipated, TriQuint may elect to bid on fewer than all four currently planned Infineon P2003 wireless phone designs.

For future reference designs, and for future redesigns of P2003 reference designs on which TriQuint did not bid, both parties will according to the Milestone calendar in SCHEDULE 4 define mutually agreeable targets: architecture, features, technology selection and tradeoffs, Key specifications, Infineon’s priority list and Infineon’s initial price target. In every July according to the Milestone calendar in SCHEDULE 4 (or such other date in Milestone calendars specified for particular projects on calendars other than that of SCHEDULE 4), both parties will evaluate the prototypes delivered by TQS according to the defined targets. If the prototypes meet the targets, then TQS products will be integrated in the Platform.

The overall cooperation will be supported by trust building measures such as:

Regular review meetings (minimum quarterly, every party has the right to call) to discuss the following such as but not limited too:

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business plan review and alignment regarding:

demand,

delivery situations,

yield,

volume production,

project plans and status

project review and alignment

the individual efforts,

roadmaps and

share advanced information. [See section 2.6.]

Infineon will use TQS as its preferred supplier of Gallium Arsenide (GaAs) components for P2003 and give TQS the first opportunity to design RF components for Infineon’s reference designs and supply GaAs RF components to Infineon, and will incorporate TQS’s parts in Infineon’s designs, subject to the terms and conditions of this Agreement. For example, this relationship is expected to continue for the development of the Wireless Solution Platforms [***] and [***] based on above outlined mutually defined targets

Infineon and TQS will agreed by April 4& 5, 2002, and document in SCHEDULE 6 a detailed partitioning and component specification to be undertaken by TriQuint for P2003. Individual component specification is determined by the wireless solution platform meeting or exceeding the GSM/GPRS, EDGE, WBCDMA, and other 3G requirements. [See section 2.1.] Utilizing TQS components should not result in a significant performance degradation or cost disadvantage compared to competitive solutions. Significant is determined by a performance outside of the agreed specification, a performance or bill of material count worse or not on par with Infineon last generation platform (e.g. 2002) [as per spec/acceptance criteria —SCHEDULE 1].

Infineon will have two weeks following submission to determine whether TQS has a suitable solution. If Infineon determines that TQS does not have a suitable solution, Infineon will inform in writing TQS, provide detailed information leading to this assumption and allow a reasonable opportunity, to be understood as two weeks from provision of detailed information and determination, for TQS to propose a suitable solution that meets Infineon’s reasonable objections to the first solution. [See section 2.8.]. Both parties will remain available for reasonably prompt communication, to insure every

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opportunity to resolve technical or specification issues that may arise as early as possible.

Both parties will carry their own individual development costs. [See section 4.]

1. Definitions

1.1 The term “PRODUCTS” means and comprises any Gallium Arsenide parts developed or supplied by TriQuint under this Agreement, and- (a) those to be included in the [***] platform, which the parties wish to develop and TriQuint accepts for development under this Agreement, and which is defined in more detail in the specifications set forth in SCHEDULE 1 to this Agreement as amended from time to time and, provided TriQuint has delivered in a commercially acceptable manner against its agreements, (b) the Gallium Arsenide parts to be included in future reference design, which the parties wish to develop under Section 8 of this Agreement. In connection with creating and negotiating the [***] specifications in SCHEDULE 1 and the other SCHEDULES of this Agreement, or otherwise specifying Gallium Arsenide parts for Infineon’s use, the parties will make every reasonable effort to agree upon specifications that are mutually acceptable to both parties.

1.2 The term “INFORMATION” means written and/or oral technical information with regard to PRODUCTS, such information being available to either party at any time during the term of this Agreement. “INFORMATION” excludes information created in the course of performing DEVELOPMENT WORK-

1.3 The term “BACKGROUND PATENTS” means patent applications, patents, utility models and other statutory protection with regard to PRODUCTS which are included in INFORMATION and under which one party is the owner and/or has the right of determination at any time during the term of this Agreement and which are not resulting from performing DEVELOPMENT WORK.

1.4 The term “DEVELOPMENT WORK” means any and all development work to be performed by the parties for the PRODUCTS in accordance with Section 2 below.

1.5 The term “DEVELOPMENT RESULTS” means any and all designs, test procedures and enabling software, and other deliverables called for under this agreement, whether patentable or not, in written or oral form, achieved by performing DEVELOPMENT WORK

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2. Carrying out of the DEVELOPMENT WORK

2.1 The DEVELOPMENT WORK shall comprise (a) the efforts and activities set forth in SCHEDULE 2 to this AGREEMENT relating to the [***] platform, and (b) the efforts and activities to be mutually defined in the future by the parties with respect to future Products, under the process set forth in Section 8 of this Agreement. In particular, the DEVELOPMENT WORK shall comprise the joint definition of specifications for the PRODUCTS and the scope of development activities to be performed by TQS.

2.2 The DEVELOPMENT WORK for the [***] platform shall be carried out in accordance with the time schedule set forth in SCHEDULE 3 to this Agreement. The DEVELOPMENT WORK for the future reference design shall be carried out in accordance with the time schedule to be agreed to in the future under the process set forth in Section 8 of this Agreement. Such time schedules are subject to adjustments as may be discussed and negotiated by the parties in the course of carrying out the DEVELOPMENT WORK. (Note: during the term of the agreement, we understand TQS has the right to continue the cooperation, as long as it performs. We do understand there is a performance condition.)

2.3 Each party, insofar as it lawfully may, shall make available to the other within a reasonable period of time following the Effective Date of this Agreement, and from time to time during the carrying out of the DEVELOPMENT WORK its INFORMATION and DEVELOPMENT RESULTS insofar as it considers such INFORMATION and DEVELOPMENT RESULTS necessary or helpful for the other party for carrying out the DEVELOPMENT WORK.

Disclosure of INFORMATION and DEVELOPMENT RESULTS will be effected without charges to the receiving party.

Depending on the demands of the DEVELOPMENT WORK, the INFORMATION and DEVELOPMENT RESULTS can be submitted in writing and/or orally.

2.4 The DEVELOPMENT WORK will be carried out in close cooperation between the parties and in a joint effort to keep cost and expenditures to a minimum. Unless otherwise agreed, each party will bear its own costs.

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2.5 Each party shall, within 1 month after this Agreement is signed by the parties, appoint an expert who will act as a point of contact during the DEVELOPMENT WORK.

All INFORMATION and DEVELOPMENT RESULTS to be forwarded to a party hereunder, will be addressed to such appointed expert or as he or she directs, with a copy to such expert. Either party may change its appointed expert by notice to the appointed expert of the other. Each party’s appointed expert shall have the authority to commit that party, within the scope of the procedures of this Agreement.

2.6 During the DEVELOPMENT WORK, TQS and Infineon shall schedule regular meetings and otherwise collaborate in a commercially reasonable manner. At these meetings, the experts appointed as per Section 2.5 and other personnel of the parties will review the status of the DEVELOPMENT WORK, discuss the existence and availability of any relevant INFORMATION that could aid in the DEVELOPMENT WORK, and exchange relevant DEVELOPMENT RESULTS and INFORMATION. As part of this collaboration, during the DEVELOPMENT WORK, Infineon will timely make available at cost to TQS a test fixture environment representing the other devices in the reference designs to which the DEVELOPMENT WORK relates.

2.7 Upon the conclusion of the DEVELOPMENT WORK, or, if requested by Infineon earlier, at such request from Infineon, TQS shall deliver to Infineon the DEVELOPMENT RESULTS, including and without limitation all documentation and prototypes.

2.8 After Infineon has received the DEVELOPMENT RESULTS, including any documents relating to it, Infineon will execute the acceptance of the DEVELOPMENT RESULTS, whereby acceptance shall mean the acknowledgement of Infineon that the DEVELOPMENT WORK has been completed successfully, by making reference to the specification and acceptance criteria set forth in SCHEDULE 1 and the other relevant SCHEDULEes to this Agreement. If Infineon discovers any defects or errors in the DEVELOPMENT RESULTS, Infineon will promptly notify TQS, and provide detailed information regarding the defects or errors. TQS will correct them promptly and free of charge, and will again without undue delay provide the DEVELOPMENT RESULTS to Infineon for acceptance in a similar manner. Infineon will then once again execute the acceptance as long as a reference design for Cannes 3G Congress early March and a subsequent volume ramp in April of the respective year, or for designs on other schedules, critical path reference designs and volume ramp dates, can still be achieved. “Promptly” as used in this paragraph shall mean as soon as commercially practicable,

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and in any case in Infineon’s case performed with priority over other component testing for the same project, and in TQS’s case, performed with priority over DEVELOPMENT WORK with later completion dates.

2.9 In the event that one of the parties realizes that the DEVELOPMENT WORK cannot efficiently be performed according to the time schedules, development plans or budgets set forth for the project, the other party shall immediately be informed thereof. The parties shall then review the situation and mutually agree on changes with respect to the further conduct and performance of the DEVELOPMENT WORK.

2.10 A party forwarding, without charge, to the other party parts, components, software and other articles for the purposes of the DEVELOPMENT WORK shall remain the proprietor of such articles. The forwarding party, furthermore, shall not be responsible for damages caused by such articles and the party receiving such articles shall hold the forwarding party harmless from any claims of third parties, including without limitation, from claims of the receiving party’s employees.

The party receiving such articles shall not be responsible for loss and damage to such articles unless the receiving party did not exercise reasonable care, and shall hold such items under a license limited to the performance of the DEVELOPMENT WORK.

2.11 Each party undertakes to carry out the DEVELOPMENT WORK as stipulated in this Agreement. Each party shall make a faithful effort to arrive at a successful completion of the relevant DEVELOPMENT WORK.

2.12 During the term of this Agreement and during the course of the DEVELOPMENT WORK, TQS may desire to buy Infineon part number [***] from IFX, for TQS’s use in performing the DEVELOPMENT WORK and in developing and supplying the PRODUCTS. IFX is willing to supply die and packaged parts of Infineon part number [***] to TQS. Quantity, quality, price, delivery schedule and other terms and conditions will be fixed in a supply agreement negotiated when appropriate, and all shall be commercially reasonable and competitive.

2.13 During the term of this Agreement and during the course of the DEVELOPMENT WORK, TQS may desire to incorporate or use [***] or other [***] parts in the PRODUCTS or the DEVELOPMENT WORK. TQS agrees to present its needs for these

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parts with Infineon first, to discuss whether Infineon is willing and able to provide the parts on the quantity, quality, price, delivery schedule, and other terms and conditions required by TQS, and if so, to negotiate a supply agreement for these parts, which shall be on commercially reasonable and competitive terms.

3. Completion of the DEVELOPMENT WORK

3.1 The DEVELOPMENT WORK shall be regarded as being completed successfully once the efforts and activities as defined in this Agreement have been carried out and the relevant tests agreed to by the parties show that the PRODUCTS fulfill the specifications (as modified from time to time by agreement of the parties).

3.2 The parties undertake to record the results of the DEVELOPMENT WORK in a final protocol including the date of the successful completion of the DEVELOPMENT WORK, as provided in Section 2.8.

4. Costs of the DEVELOPMENT WORK

Each party shall bear the costs incurred by such party for its efforts under or in connection with the DEVELOPMENT WORK.

5. Secrecy

Each party agrees that all INFORMATION and DEVELOPMENT RESULTS which it receives from the other party and which are designated as confidential by such party will be deemed to be confidential and will be maintained by the receiving party in confidence, provided, however, that such party may disclose such information to its officers, and those of its employees and others under its control and bound by commercially reasonable obligations of confidentiality, for the purposes of this Agreement, all of whom will be advised of this Agreement and such party’s obligations thereunder.

Such party additionally agrees to take all reasonable precautions to safeguard the confidential nature of the foregoing information, provided, however, that such party’s normal procedures for protecting its own confidential information shall be deemed

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reasonable precautions, and provided that if such precautions are taken, such party will not be liable for any disclosure which is inadvertent or unauthorized or is required by any judicial order or decree or by any governmental law or regulation. Neither shall such party be liable for disclosure and/or any use of such information insofar as such information

- is in, or becomes part of, the public domain other than through a breach of this Agreement by such party;

- is already known to such party at or before the time it receives the same from the other party or is disclosed to such party by a third party as a matter of right;

- is independently developed by such party without the benefit of such information received from the other party; or

- is disclosed and/or used by such party with the prior written consent of the other party.

Notwithstanding the above, each party has the right to disclose the other party’s INFORMATION and DEVELOPMENT RESULTS which it received under this Agreement to

- its licensees insofar as it has the right to sublicense same as set forth in this Agreement, provided, such party requires such licensee to undertake in writing secrecy obligations which are at least as stringent as the ones set forth in this Section 5, and

- as may be required by law.

The obligations of Section 5 shall survive five years after termination of this Agreement.

6. Warranties and Limitation of Liabilities

6.1 TQS shall use its best commercially reasonable efforts to achieve the best result possible by making use of the latest state of science and technology known to it in the exercise of reasonable commercial diligence and of its INFORMATION and to the extent necessary, by using INFORMATION provided by Infineon.

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Within a warranty period of 12 months after acceptance of the DEVELOPMENT RESULTS by Infineon as per Section 2.8, above, defects which are claimed and described with reasonable specificity in writing by Infineon will be corrected immediately and free of charge by TQS. “Defects”, as used in this paragraph, shall mean any deviations from agreed-upon final specification.

6.2 Except as set forth in Section 6.1 above and provided it complies with the provisions of Section 2.11, above, no party shall be liable towards the other party in the case that the DEVELOPMENT WORK cannot be successfully completed as per Section 3.1, above.

6.3 The sole obligation of each party with respect to its INFORMATION shall be to forward same to the other party as provided in this Agreement, and, to correct errors that might have occurred in this INFORMATION without undue delay after such errors become known to the party which forwarded the relevant INFORMATION.

THE WARRANTIES SET FORTH IN THIS SECTION 6 APPLY TO ALL INFORMATION AND DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES.

6.4 Any liability of a party with respect to death or injury to any person is subject to and governed by the provisions of the applicable law. Neither party is, however, obliged to compensate for death or personal injury or loss of or damage to property of the other party to the extent such death, injury, loss or damage is covered by insurance(s) of the affected party and such affected party shall not be entitled to recover same from the first party.

6.5 Neither party shall be liable for any indirect or consequential damages of the other party, including indirect or consequential loss of profit or interest, under any legal cause whatsoever and on account of whatsoever reason, except where such liability is mandatory by applicable law.

6.6 All rights granted in INFORMATION, DEVELOPMENT RESULTS and under BACKGROUND PATENTS are granted insofar only as the party granting same has the right to grant without payment to third parties.

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6.7 The provisions of Section 6 shall survive any termination of this Agreement.

7. DEVELOPMENT RESULTS, INFORMATION and Rights thereunder

7.1 Inventions - including, but not being limited to, inventions eligible for statutory protection (patent applications, patents, etc.) - made during the term and under the cooperation of this Agreement (“INVENTIONS”) by employees of one party shall become neither the property of the other party nor the common property of both parties, and the one party, therefore and insofar as it otherwise has the right to do so, shall be free to use such INVENTIONS as it sees fit and to file for statutory protection and to use, maintain and permit to lapse such application for statutory protection and any statutory rights issued thereon.

7.2 INVENTIONS made by employees of both parties (“JOINT INVENTIONS”) shall, at the time they are made, become the joint property of both parties.

7.2.1 JOINT INVENTIONS, including any and all statutory protection issuing thereon (as per Section 7.2.2, below, or otherwise), if any, may be used by each party as such party sees fit. Each party, therefore, for example and without limitation, has the transferable right to grant non-exclusive, further transferable licenses under such JOINT INVENTIONS.

7.2.2 For JOINT INVENTIONS which are eligible for statutory protection the parties will agree upon the details for filing for such protection.

In case only one (1) party is interested in filing for statutory protection for JOINT INVENTIONS, then the other party shall execute and forward to the one party all documents requested by the one party and reasonably believed to be necessary and/or desirable for such procedure. Statutory rights filed for JOINT INVENTIONS by one party at its own expense shall, from the date of filing, become the sole property of that one party, and, therefore, for example and without limitation, can be used, maintained and permitted to lapse by this party as it sees fit. The other party’s rights to use such statutory rights are as laid down in Section 7.2.1, above.

7.2.3 Each party ensures that it will be in a position to immediately acquire the share of inventions of its employees insofar as JOINT INVENTIONS are concerned.

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7.2.4 Neither party is obligated to take action against third parties infringing upon statutory rights filed or issued for JOINT INVENTIONS or to defend such rights against third parties.

7.3 Under its INFORMATION, BACKGROUND PATENTS and DEVELOPMENT RESULTS each party hereby grants to the other party the non-exclusive, non-transferable, royalty free right to use same

- during the term of this Agreement for the purpose of carrying out the DEVELOPMENT WORK. This right includes the right to have such INFORMATION, BACKGROUND PATENTS and DEVELOPMENT RESULTS used by a subcontractor provided the other party has consented in writing to such undertaking.

- for TriQuint to the manufacture (incl. have made), and generally for use and sale of the PRODUCT and its parts and modifications and enhancement thereof, and for these purposes to grant sublicenses as part of a grant of a license under its own technology.

7.4 The stipulations of Section 7 shall survive any termination of this Agreement.

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8. Specification Process for Future Design; Preferred Supply Agreement

8.1 Provided that Triquint has hit all the mutually defined targets for which TriQuint has signed on, for RF components for [***], Infineon will continue to give TriQuint the first option to design and supply PRODUCTS for future Infineon designs (including, without limitation, the first option to design and supply PRODUCTS for [***] and subsequent years during the term of this Agreement.) The timeline for these discussions and other efforts as they relate to [***] and [***] is set forth in SCHEDULE 4. In connection with these discussions and other efforts, the parties will, among other things, make every commercially reasonable effort to agree upon specifications and partitioning that are mutually acceptable to both parties.

8.2 If TQS meets the defined targets agreed upon by the parties as applicable for a given set of PRODUCTS, for example, relating to a given reference design chipset, then TQS shall have certain preferred supply relationships with respect to Infineon and the design. These preferred supply relationships are: (1) with respect to reference designs for third parties who will make use of Infineon chipsets, Infineon shall designate TQS a preferred supplier of the PRODUCTS specified in the reference design in communications with the third parties;- (2) Infineon will give TQS the continued first opportunity to develop and/or supply PRODUCTS as needed by Infineon, for example in the design and specification for the subsequent version of the reference design according to the timeline in SCHEDULE 4; and (3) Infineon will cooperate with TQS as set forth above in incorporating TQS’ PRODUCTS - in Infineon’s reference or other designs.

8.3 For any purchases by Infineon from TQS, or by TQS from Infineon, the General Conditions of Purchase for the Supply of Products and Services in the Electrical and Electronic Industry as per SCHEDULE 5 shall apply its most recent version, unless otherwise agreed by the Parties in writing.

9. Term and Termination

9.1 This Agreement shall become effective on the date it is signed by both parties (Effective Date).

9.2 This Agreement (unless extended or terminated earlier under a relevant provision set forth in this Agreement) shall terminate on July 31, 2007. -

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9.3 This Agreement shall extend automatically for additional periods of one year unless terminated by written notice by November 1 of the year prior to its expiration. If notice of termination is given under this paragraph, the parties agree, on request of either, to meet during November to review potential terms for continuing a collaborative relationship.

9.3 This Agreement may be terminated at any time by the one party by giving of not less than four weeks’ prior written notice to the other party

- if the other party hereto is declared bankrupt or otherwise cannot fulfill its financial obligations; or

- if the other party hereto substantially defaults in the performance of this Agreement and does not remedy the default within 4 weeks after receipt of a relevant request, specifying with particularity the default of the one party.

10. Disputes Settlement

10.1 Either party may refer any dispute that cannot be resolved by the managers directly involved to an Executive Conference for resolution. If a dispute is referred to Executive Conference, the referring party shall designate any manager senior to those whose day to day responsibility is involved in the dispute (or the CEO if no other senior manager can be designated); shall describe the dispute in terms sufficient to inform the other party fairly of all matters involved therewith; and shall propose several alternate dates within one month to meet to resolve the dispute. The other party shall likewise designate a manager senior to those whose day to day responsibility is involved in the dispute (or the CEO if no other senior manager can be designated), and shall select one of the offered dates. On that date the designated managers shall meet in person, at a place reasonably agreed by those managers. The designated managers shall have full power to resolve the dispute, and shall meet alone, with such documents as they wish, and each shall commit at least one full business day to the process (more if the both consent.) Each may be accompanied by such additional people as they both may agree during such times as they both may agree.

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10.2 Arbitration. If any dispute cannot be settled through executive conferencing, such dispute, including any question regarding its existence, validity or termination, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, Paris (“Rules”) by three arbitrators appointed in accordance with the said Rules. Unless otherwise agreed by the parties, arbitration shall take place in London, England, or as otherwise agreed by the parties. However, if Executive Conferencing has been requested by one party, and the other has declined, then subsequent arbitration on the matter that was the subject of the Executive Conferencing request shall take place in the home jurisdiction of the party that requested the Executive Conference. Arbitration shall be held in English. Rules of discovery shall be as defined by the Rules, and may be supplemented in the interests of fairness by the arbitrators. The arbitrators shall have power to award remedies of specific performance or injunctive relief as well as damages within the limits of this Agreement or the applicable Ancillary Agreement. Each party agrees that service of process, including demands for arbitration, may be made on such party through the procedures set forth herein for Notice. The results of arbitration shall be final and binding on the parties, and may be enforced in any court of competent jurisdiction.

10.3 Legal Fees. In any arbitration, the legal fees of the parties and expenses of arbitration shall be borne by the prevailing party, in such proportion as the arbitrator(s) find just and equitable.

11. Substantive Law

All disputes shall be settled in accordance with the provisions of this Agreement and all other agreements regarding its performance, otherwise in accordance with the substantive law in force in Switzerland, without reference to other laws.

12. Miscellaneous

12.1 This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed on behalf of each of the parties hereto by their duly authorized representatives.

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12.2 The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

12.3 All notices or other communications required or permitted hereunder with regard to the interpretation, validity etc. of the Agreement shall be in writing and shall be given by certified mail addressed, if to TQS:

TriQuint Semiconductor, Inc.

Attn: Chief Financial Officer

2300 NE Brookwood Parkway

Hillsboro, OR 97124

USA

FAX: +1 503 615 8904

and, if to Infineon:

Infineon Technologies AG

Attn: Legal Department

Postfach 80 09 49 D-81609 München

St. Martin Straße 53 D-81669 München

Germany

FAX: +49 89 234-2-69-83

or to such other address that the parties might identify to each other for this purpose and with reference to this Agreement.

12.4 No party hereto shall issue any press release or public announcement or otherwise divulge the existence of this Agreement or the transactions contemplated hereby without the prior approval of the other party hereto.

12.5 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors or assigns of the parties hereto.

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12.6 Titles and headings to Sections herein are inserted for the convenience or reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

12.7 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement.

IN WITNESS WHEREOF the parties have executed these presents on the dates specified below.

TriQuint Semiconductor, Inc.		Infineon Technologies AG

/s/ Roald Ruebusch		/s/ Nicole Lau

		/s/ Thomas Pollakowski

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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SCHEDULE 1 PRODUCTS Specification

SCHEDULE 2 DEVELOPMENT WORK (Tasks)

SCHEDULE 3 Milestone Plan for development of Wireless Solution Platform [***]

SCHEDULE 4 Milestones Calendar for Future Reference Design

SCHEDULE 5 General Conditions of Purchase

SCHEDULE 6 Detailed partitioning and component specification for [***]

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EX-2.1-4 7 a2084149zex-2_14.htm EXHIBIT 2.1.4

Exhibit 2.1.4

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (“Agreement”) shall be effective as of the Effective Date of the Sale and Transfer Agreement (the “Effective Date”) between Infineon Technologies AG (hereinafter referred to as “Infineon”) of the one part and TriQuint Semiconductor GmbH, a corporation registered in Munich, Germany (hereinafter referred to as “TriQuint Germany”) of the other part and certain of their subsidiaries.

RECITALS:

WHEREAS, pursuant to a Sale and Transfer Agreement between Infineon, Infineon Technologies North America Corp., TriQuint Semiconductor, Inc. (“TriQuint”) and TriQuint Germany, dated as of 1^st of July, 2002 (“Acquisition Agreement”), Infineon and its Subsidiaries are selling and TriQuint and its Subsidiaries are acquiring the Vanessa Business;

WHEREAS, for a period of time, TriQuint Germany requires certain services for the Vanessa Business;

WHEREAS, Infineon is willing to provide certain services to TriQuint, and TriQuint Germany desires to obtain such services;

WHEREAS, the parties hereto wish to set forth certain matters concerning the provision of such services to TriQuint Germany; and

WHEREAS, unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed thereto in the Acquisition Agreement,

NOW, IT IS HEREBY AGREED BY BOTH PARTIES as follows:

1. Services to be Provided

1.1 During the term of this Agreement, as requested by TriQuint Germany, Infineon will provide, such services as are listed on Schedule 1 and Schedule 2 attached hereto (the “Transition Services”), and such additional services, if any, as the parties may agree upon in writing (“Other Services” and, collectively with the Transition Services, the “Services”).

1.2 Unless otherwise agreed in writing by the Parties, all Services will be performed only while TriQuint Germany occupies the locations at Balanstrasse 73 and Otto-Hahn-Ring

6 pursuant to the Mietvertrag (sub-lease agreement) between Infineon and TriQuint Germany, dated as of the Effective Date.

2. Fees for Services, Payments

2.1 As consideration for the Transition Services provided hereunder, TriQuint Germany will pay to Infineon during the term of this Agreement in which Infineon provides any Transition Services hereunder the sum of the amounts specified in Schedule 1 attached hereto for each category of Transition Services rendered by Infineon excluding any category of Transition Services that has been terminated pursuant to Section 5 hereof (the “Transition Fee”).

For Other Services, TriQuint Germany shall pay Infineon an hourly fee agreed to in writing by the parties hereto prior to the provision of such Other Services.

2.2 For each calendar month in which Services are provided, Infineon will submit to TriQuint Germany a written statement of the amount of the Transition Fee as well as the amount of the fee for Other Services provided, if any, along with documentation evidencing the calculation of such fee for Other Services provided. The Transition Fee and the fee for Other Services provided shall be due and payable by TriQuint Germany to Infineon by wire transfer of immediately available funds within thirty (30) days after such written statement is sent to TriQuint Germany from Infineon. Notwithstanding this paragraph, amounts due and payable pursuant to Schedule 1 shall be due and payable according to the terms thereof.

TriQuint Germany shall have no right to set-off against any claims for payment of the Transition Fee or of the fee for Other Services provided to be made by TriQuint Germany pursuant to this Agreement, any claims for payment of TriQuint Germany resulting from the Acquisition Agreement.

Infineon shall have the right, at its option, to discontinue providing the respective Transition Services and/ or the respective Other Services if full payment of fees for the respective Services is not received from TriQuint Germany in a timely manner. This provision shall not apply, however, in case that TriQuint Germany delivers written notice to Infineon that it in good faith disputes the amount it was billed for the respective Services. In such case TriQuint Germany and Infineon will negotiate in good faith to resolve such dispute and Infineon will continue to render the respective Services and TriQuint Germany will pay the amount which is not in dispute pending the resolution of any such good faith dispute.

Furthermore, the parties agree that in the event of a discontinuance of Services for nonpayment pursuant to the provision above, Infineon will as promptly as reasonably practicable recommence such Services upon full payment by TriQuint Germany of such amount of fees owed.

3. Performance of Services

Infineon shall use reasonable efforts to perform all Services hereunder.

Infineon and TriQuint Germany agree to cooperate, to provide such information and to take such actions as may be reasonably required to assist in providing the Services.

Nothing provided herein shall require Infineon to violate any agreement with a third party, including any software license agreement. TriQuint Germany shall promptly provide direction to Infineon where business decisions are required in the performance of Services by Infineon. Where necessary for the performance of the Services, TriQuint Germany shall designate Infineon as its authorized agent.

4. Limitation of Liability, Indemnification

4.1 Infineon shall not be liable to TriQuint Germany for any liability, cost, damage, expense or loss, including, without limitation, any special, indirect or consequential damages (i) arising or allegedly arising out of Infineon’s actions or failures to act with respect to any Services provided under this Agreement or (ii) as a result of TriQuint Germany’s reliance on any action, failure to act, advice or data that Infineon may provide, not provide pursuant to this Agreement. However, the foregoing shall not apply to the extent that the liability was caused by Infineon’s gross negligence or willful misconduct.

The aggregate liability of Infineon for indemnification hereunder shall not exceed the aggregate amount of the payments received by Infineon pursuant to Section 2 hereof and shall not include any special, incidental, consequential, exemplary or enhanced damages, however those damages may have arisen.

5. Term and Termination

5.1 The term of this Agreement shall commence as of the Effective Date and end on 12 months after the Effective Date. However, TriQuint Germany shall be entitled to terminate this contract even before such termination date at the end of each month. TriQuint Germany has to notify Infineon 30 days in advance in written form.

5.2 .

Notwithstanding the foregoing, the term of this Agreement shall automatically expire if and when TriQuint Germany no longer occupies the locations at Balanstrasse 73 and

Otto-Hahn-Ring 6.5.2 If a category of Transition Services or a category of Other Services, if applicable, is terminated, Infineon will thereafter have no obligation to provide, and TriQuint Germany will thereafter have no obligation to pay the Transition Fee or the fees for the respective Other Services for any such terminated category of Transition Services or a category of Other Services, if applicable. The parties agree to use their respective best efforts to cause the need for Services to end as soon as commercially reasonable.

6. Warranty

Unless otherwise provided for in this Agreement, Infineon provide no warranty, express or implied, with respect to the Services, including, without limitation, a warranty for a particular level of service or for continued, uninterrupted Services.

7. Force Majeure

Neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by force majeure such as, but not limited to, riots, civil commotion, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotage, explosions or any other contingencies beyond the reasonable control of the respective Party and its subcontractors. In such events, the affected Party shall immediately inform the other Party of such circumstances together with documents of proof and the performance of obligations hereunder shall be suspending during, but not longer than, the period of existence of such cause and the period reasonably required to perform the obligations in such cases.

8. Confidentiality

8.1 For purposes of the Agreement “Confidential Information” shall mean: (a) all proprietary information relating to the subject matter of this Agreement disclosed by one Party to the other Party in written and/ or graphic form and originally designate in writing by the disclosing Party as Confidential Information or by words of similar import, or, if disclosed orally, summarized and confirmed in writing by the disclosing party thirty (30) days after said oral disclosure, that the orally disclosed information is Confidential Information; and (b) all data stored or transmitted by TriQuint and TriQuint Germany on systems and servers owned and operated by Infineon and its Affiliates, including without limitation, file servers, voice mail storage systems, and other data communications and telecommunications systems, servers, and devices.

8.2 Each Party acknowledges that it may, from time to time have access to certain Confidential Information of the other Party. Each Party agrees that it will not use in any way for its own account or the account of any third party except pursuant to this Agreement any Confidential Information of the other Party throughout the term of this Agreement and for an additional period of three (3) years thereafter. Each Party shall take every reasonable precaution to protect the confidentiality of the Confidential Information. Each Party shall use the same standard of care in protecting the Confidential Information of the other Party as it normally uses in protecting its own trade secrets and proprietary information.

8.3 Notwithstanding any other provision of this Agreement, no information received by a party hereunder shall be Confidential Information if said information is:

a) published or otherwise made available to the public other than by a breach of this Agreement;

b) furnished to a Party by an independent third party without restriction on its own dissemination;

c) approved for release in writing by the Party designating said information as Confidential Information;

d) known to or independently developed by the Party receiving Confidential Information hereunder without reference to use of said Confidential Information;

e) Disclosed to a third party by the Party transferring said information hereunder without restricting its subsequent disclosure and use by said third party.

8.4 Disclosure of any Confidential Information by a Party hereto shall not be precluded if such disclosure is in response to a valid order of a court or other government body, provided that the receiving Party promptly notifies the other Party of such order and makes a good faith effort, at the expense of the other Party which originally disclosed the information, to obtain a disclosed information confirmation that the same shall be kept in confidence and used only for the purpose for which such order was issued.

8.5 The above does not preclude the sharing of information between Infineon and its Affiliates or TriQuint Germany and its Affiliates in order to fulfill the performance of this Agreement.

9. Export Regulations

The Parties shall comply with any and all export regulations and rules in effect at the date of this Agreement or as may be issued from time to time by any government or court, arbitrational tribunal, administrative agency, or commission or other

governmental or other regulatory authority or agency, federal or state, local, transnational or foreign which has jurisdiction relating to the subject matter of this Agreement.

10. Assignment

TriQuint Germany shall be entitled to freely assign this Agreement to any of its Affiliates. In addition, the Parties shall be entitled to freely assign this Agreement incident to the sale and transfer of substantially all assets of the business unit(s) of the party to which this Agreement pertains. Except as provided for hereinabove, neither Party shall delegate any obligation under this Agreement or assign this Agreement or any interest or rights thereunder without the prior written consent of the other Party.

This Agreement shall be binding upon the successors-in-title and permitted assigns of the parties hereto.

11. Arbitration

The provisions concerning dispute resolution as included in the Acquisition Agreement are incorporated herein by reference as if set forth herein.

12. Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the Federal Republic of Germany without reference to its provisions on conflict of laws or other law. The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 shall not apply.

13. Severability

If any one or more of the provisions contained in this Agreement should be found invalid, illegal or unenforceable in any respect, the enforceability, validity and legality of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision. If the Parties are unable to agree upon such replacement provision, then it is the intention of the Parties that such provisions be enforced to the fullest extent which a court of competent jurisdiction deems legal, valid and enforceable, and the Agreement shall thereby be reformed and the validity, legality and enforceability of the remaining provisions of this Agreement and the future application

of such provision shall not in any way be affected or impaired thereby. The same shall apply in the case of an omission in the Agreement.

14. Notice

Any notice or demand required to be given or made to either Party shall be in writing and shall be deemed sufficiently served if the same is sent by registered post to the address herein stated and shall be deemed to have been received by them on the day following the date of posting. A copy of any notice should also be sent to the Party concerned by fax or email on same date.

if to Infineon, to:

Infineon Technologies AG

Attn: Legal Department

Postfach 80 09 49 D-81609 München

St. Martin Straße 53 D-81669 München

Germany

FAX: +49 (89) 234-2-69-83

if to TriQuint Germany to:

TriQuint GmbH, c/o

TriQuint Semiconductor, Inc.

Attn: Chief Financial Officer

2300 NE Brookwood Parkway

Hillsboro, OR 97124

USA

FAX: +1 503 615 8904

15. Entire Agreement

This Agreement (including all its exhibits, schedules and other attachments) together with the Acquisition Agreement (including all its exhibits, schedules and other attachments) constitute the entire agreement between Infineon and TriQuint Germany with respect to the subject matter hereof and supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. The Parties recognize that the exhibits, schedules or other attachments to this Agreement might have to be amended or exchanged, as the case may be, from time to time but such amendments or exchanges shall only be effective if in writing and signed by the Parties.

16. Amendment, Waiver

16.1 To be effective, any amendment, modification or waiver to this Agreement must be in writing and signed by each Party hereto.

16.2 No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver by any Party of the breach of any term or covenant contained in this Agreement shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

17. Agency

The relationship of the parties under this Agreement shall be as independent contractors. Nothing contained herein or done in pursuance of this Agreement shall constitute the parties as entering upon a joint venture or partnership, or shall constitute either party the agent for employees of the other party for any purpose or in any sense whatsoever.

18. Counterparts

This Agreement may be executed simultaneously in several duplicate originals in the English Language, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have duly signed this Transition Services Agreement to be effective as of the date first above written.

TriQuint SemiconductorGmbH.

By:	/s/ Stephanie Welty
Name: Stephanie Welty
Title:
Date: July 1, 2002


Infineon Technologies AG

By:	/s/ Hansjorg Sonnleitner
Name:
Title:
Date:

By:	/s/ Andreas Vom-Felde
Name: Dr. v. Felde
Title:
Date: June 20, 2002

EX-2.1-5 8 a2084149zex-2_15.htm EXHIBIT 2.1.5

Exhibit 2.1.5

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Basic Supply Agreement

relating to the Supply of highly reliable semiconductor products (HiRel) and the assignment of Customer Contracts

between

Infineon Technologies AG, München, Federal Republic of Germany

- hereinafter referred to as “Seller” -

and

TriQuint Semiconductor, Inc., 2300 NE Brookwood, Parkway, Hillsboro, OR 97124

- hereinafter referred to as “Buyer” -

Seller and Buyer are hereinafter referred to as “Parties”.

Preamble

WHEREAS Buyer is taking over Seller’s [***] and HiRel business. Seller intends to transfer and Buyer intends to take over Buyer’s existing long term frame agreements relating to the supply of [***] products, existing customer order and delivery commitments with respect to HiRel products (collectively the long term frame agreements and the other existing customer commitments to be called “Seller’s Pre-Existing Commitments”), and existing customer relationships regarding HiRel products; and

WHEREAS Buyer intends to procure from Seller semiconductor products in order to comply with the demands of [***] and HiRel Customers; and

WHEREAS, for their mutual benefit, the Parties seek to secure the supply, to improve the planning, to ensure delivery on time and to reduce the expenditures for the transaction of business.

NOW THEREFORE in consideration of the above, the Parties agree to the following terms and conditions:

1. Subject of the Agreement

1.1 Subject of this agreement (hereinafter referred to as “Agreement”) is the procurement of the [***] product(s) as specified in Schedule 1 and of the other HiRel product(s) as specified in Schedule 2 (all together hereafter referred to as “Products”). The Parties may agree on extending or shrinking the Product List. In this case the updated Product List shall be amended as Schedule 2.

Unless otherwise stated herein the term Buyer means Buyer himself or his relevant Subsidiary depending on who purchases the Products. The same applies accordingly to Seller and his relevant Subsidiary.

1.2 The Products are delivered according to the terms of this Agreement within the scope of Buyer’s revolving forecast, subject to purchase orders of Buyer confirmed by Seller.

2. Demand Planning and Purchase Orders

2.1 For [***] Products Seller has a backlog as outlined in the delivery plan amended to this Agreement as Schedule 1. During the effective term of this Agreement as outlined in Section 18.1, Seller will deliver [***] Products according to its backlog and current commitments to end user customers under Seller’s Pre-Existing Commitments.

2.2 For the period beyond Seller’s backlog for [***] Products, and for other HiRel Products, Buyer shall place purchase orders for each single purchase contract. Buyer, Seller and Buyer’s end customer shall negotiate in good faith a delivery date according to Seller’s lead times, which shall not exceed historical norms and shall meet conditions of any of Seller’s Pre-Existing Commitments. Buyer and Seller acknowledge that certain high frequency test procedures for HiRel Products have historically been performed by people who have gone to work for, and using test

equipment that has been acquired by, Buyer or its Affiliates. Those people and that equipment will, for an interim period following the beginning of this agreement, continue to be located where they have always been located. So as to assure continued supply to end user customers, while Buyer’s people are located in their former offices, Buyer will instruct its people to continue to follow the same test procedures as formerly were supplied, and as an interim accomodation, no fee will be charged for that service. After Buyer moves to its own permanent facilities, Buyer will do one of these things, by agreement with Seller: 1) Lease Seller necessary test equipment to permit Seller to continue the test, at reasonable market rates to be negotiated; 2) Arrange to perform the testing itself, at reasonable commercial rates. Buyer and Seller understand that if option (2) is agreed upon, certain critical timing elements must be taken into account, including the requirement that test be performed within 96 hours of burn-in, and including the requirement that transport times for test may increase customer delivery lead times. The parties will work together in good faith to resolve these issues.

2.3 Buyer shall forward his purchase orders in writing, by fax, or per Electronic Data Interchange to the order entry point Seller identifies for each means of order entry. Individual purchase contracts shall be deemed concluded, if Seller accepts the purchase orders in writing.Seller shall use best commercially reasonable efforts to meet Buyer’s demand.

2.4 The terms and conditions of this Basic Supply Agreement shall apply to any purchase order of Buyer regarding the Products even if they do not refer to it expressly. Any separate general terms and conditions of Buyer or Seller shall not apply.

3. Delivery and Logistics

3.1 The Products are delivered FCA (Incoterms 2000) Seller’s Warehouse to Buyer, packaged, tested to factory acceptance specifications provided in Seller’s Pre-Existing Commitments or included as part of the design specifications for the part, and packaged ready for shipment. Seller will drop ship to Buyer’s customer at Buyer’s request and cost. If Seller’s Pre-Existing Commitments require different delivery commitments as part of the product pricing, then Seller will ship in accordance with those commitments, without additional charge to Buyer. For each

shipment made by Seller, Seller will provide Buyer with a copy of the data documentation package that was delivered to the end customer. Buyer may provide this copy in writing, in electronic form or by fax.

3.2 If the delivery date is defined

a) by day, Seller shall not deliver more than [***] days earlier or later as the agreed delivery day; or if different, within delivery windows agreed to under Seller’s Pre-Existing Commitments;

b) by week, Seller shall deliver within the agreed delivery week.

3.3 In case Seller realizes that he cannot adhere to the agreed delivery date, Seller shall without delay inform Buyer and indicate the prospective duration of the delay. The Parties shall immediately endeavor to find reasonable remedial measures, and Seller commits to any remedial measure expressly required by the terms of Seller’s Pre-Existing Commitments.

3.4 If Seller is in delay with deliveries for which it is responsible and if Buyer substantiates that it has suffered damages due to the delay, Buyer may claim per full week of delay liquidated damages of [***]% of the price of the delayed Products up to a maximum amount of [***]% of such price, or if greater, the damages allowed the ultimate customer for the delay under Seller’s Pre-Existing Commitments.

3.5 Subject to the condition that Buyer claimed the maximum amount of liquidated damages as set forth in section 3.4 and set a reasonable time limit together with the statement to object the Products after expiration of such time limit, Buyer may cancel the relevant individual purchase contract without incurring any liability, if the Products have not been delivered within said reasonable time limit. Such notice of cancellation has to be served without delay after expiration of the above mentioned time limit, provided that if Seller’s Pre-Existing Commitments provide for more favorable cancellation privileges, Buyer shall have the same cancellation privileges with respect to Products ordered for the particular Seller’s Pre-Existing Commitment providing for the more favorable terms.

3.6 If Buyer’s customer(s) cancel or reschedule orders to Buyer under rights Seller has granted in Seller’s Pre-Existing Commitments, Buyer shall have the right to the same cancellation or rescheduling rights with respect to Seller’s production for those orders for Buyer.

3.6 Any further claims for damages or rights of Buyer or Seller due to the delay or schedule changes shall be excluded.

4. Marking.

4.1 Seller shall affix such of Buyer’s trademarks, part numbers, or proprietary markings to the Products as Buyer may from time to time designate, provided that Buyer pays for the tooling necessary to do so.

4.2 Until Buyer requests a change in marking, Seller shall continue to mark the products as has previously been done. The Products shall in any case be marked as required, if required, in any applicable Seller’s Pre-Existing Commitment.

4.3 Marking may only be possible on the packing, not on the Products. If an employee of Seller tests the Products the testing mark should be a Seller’s mark, unless Buyer has authorized the Seller’s employee to sign for Buyer. In general, the parties agree to follow test procedures that will permit satisfaction of test conditions required by end-user customers.

5. Technical Support

5.1 The Parties will provide each other with technical support.

5.2 According to Military Standard 750; Testing Method 1039 the GAAS HiRel Products need to be tested within 96 hours after the Burn In. The Parties shall negotiate Burn In and Testing schedules in good faith, and in general under the understandings of Section 2.2.

6. Prices

6.1 The purchase prices of the Products (hereinafter referred to as “Prices”) are specified in Schedules 1 and 2 and are valid for the agreed upon time period. The basis for the

prices (e.g., delivery point, special requirements, and so on) shall be as provided in this agreement, except that any such basis expressly provided for in a Seller’s Pre-Existing Commitment shall control with respect to orders for delivery under that Seller’s Pre-Existing Commitment.

6.2 The respectively valid VAT shall be added to the Price.

7. Invoices and Terms of Payment

7.1 Seller shall issue for every delivery an invoice meeting the requirements of the tax laws, and further containing such information as is specified for inclusion in Buyer’s purchase order, and also if additional, such information as is required to be contained in the invoice under an applicable Seller’s Pre-Existing Commitment. The invoice shall show at minimum the price per ordered Product, the order number and the Product part number.

7.2 Payments shall be effected without deduction in EURO within 30 days from the invoice date.
In case of any dispute arising out of an individual purchase contract, Buyer shall in any case pay the undisputed part of the invoice related to such purchase contract according to the payment terms mentioned above.

8. Risk, Title

8.1 Risk of loss or damages shall pass onto Buyer according to the clause of the Incoterms 2000 as defined in Section 3.1.

8.2 Seller retains title to the Products until all payments due to Seller have been finally effected by Buyer, except as otherwise provided under the Seller’s Pre-Existing Commitments with respect to orders issued for the applicable Seller’s Pre-Existing Commitment.

8.3 If Buyer is in default of payment, Seller shall be entitled to enforce its rights resulting from the reservation of title, including without limitation to request the return of the

Products to Seller, without the requirement of a cancellation of the respective individual purchase contract. Seller may do so without notice to Buyer, if it has a reasonable and good faith belief that Buyers’ ability to pay may be at risk. In all other circumstances, Seller shall give Buyer ten business days’ notice and opportunity to cure before exercising any remedies for late payment, and (except again where Buyer’s ability to pay is in question) shall not exercise a repossession remedy for the involved Products, if Buyer has notified Seller that there is a dispute with respect to amounts due.

9. Quality

Both Parties will respect the Quality Assurance provisions mutually agreed upon and attached hereto as Schedule 3 (hereinafter referred to as “Quality Agreement”). If Seller’s Pre-Existing Commitments require other or different quality assurance mechanisms or standards, then the mechanisms or standards so required shall be adhered to with respect to the particular order.

10. Warranty

10.1 Seller shall deliver Products which are free from any Defects, and which shall remain so for twenty-four months following delivery to Buyer (or such longer period as is required under Seller’s Pre-Existing Commitments, for Products bought for the Seller’s Pre-Existing Commitment providing for the longer warranty period.)

10.2 The Products are free from Defects, if they comply with the agreed upon specifications and are free from defects in material and workmanship. The qualities of the Products are exclusively and finally described in Schedule 1A and 1B to this Agreement and the product specifications referred to in the respective Schedules, or if different, in the Seller’s Pre-Existing Commitments. Notwithstanding the foregoing, unless otherwise required in the Seller’s Pre-Existing Commitments for particular products, Seller shall not be responsible (a) for insignificant defects, including but without limitation any defects that do not affect the commercial acceptability, in the intended market and application, of the Product intended by Buyer, (b) for any non reproducible computer bugs that cannot otherwise be identified, and (c) for defects

arising solely out of parts, software or other material or instructions provided by Buyer. The warranties stated in Section 10 are exclusive and in lieu of all other warranties, whether express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, except only those warranties stated in the Seller’s Pre-Existing Commitments, which warranties continue with respect to those commitments.

10.3 Seller shall at its sole discretion repair or replace the non-compliant Products. In case these corrective actions fail within a reasonable period of time, Buyer is entitled to request price reduction or to cancel the relevant purchase contract and request Seller to take back the Products delivered (under such purchase contract) and to reimburse the purchase price; the claim for performance shall then be excluded. These remedies shall however be replaced by remedies provided for under Seller’s Pre-Existing Commitments, with respect to orders placed to fulfill those commitments.

10.4 The warranty period shall be 24 months starting on the date the risk of loss or damage has passed onto Buyer according to Section 8.1, or such longer period as is provided for under Seller’s Pre-Existing Commitments.

10.5 Seller’s liability for any further damages resulting from the non-compliance of the Products and any further rights of Buyer due to the non-compliance shall be limited pursuant to the stipulations of Section 17.

11. Technical Changes

11.1 Seller is not entitled to technically change the Products without Buyer’s advance consent, which will not be unreasonably withheld. This requirement for advance consent applies both to minor and major changes. Buyer will respond promptly, within reason given requirements for communicating with Buyer’s end customers, to any requests by Seller for technical changes.

11.2 If technical changes affect form, fit or function of the Product(s) (major changes according JEDEC 46 B), then following Buyer’s acceptance of the change under paragraph 11.1, Seller shall inform Buyer about the schedule for the changes in

writing by sending a product change notification (hereinafter referred to as “PCN”) 90 (ninety) days before the changes would take effect. End customer orders placed before technical changes have been notified will be accepted under the old specification.
Buyer shall, in order to cover his remaining demand, inform Seller about the needed quantity of Product(s) at the latest 45 (forty-five) days after receipt of the PCN and may place his last purchase order for the unchanged Product(s) in accordance with Section 2.3 for delivery within a period of 90 (ninety) days after receipt of PCN.

12. Discontinuance of Production

Should Seller plan to discontinue the production of Products, of which Buyer has procured from Seller a substantial amount within the last 12 months, he shall inform Buyer hereof in writing 6 (six) months prior to the last possible delivery date due to such discontinuance. Buyer may, in order to cover his remaining demand, place orders in accordance with Section 2.3 according to the lead times submitted by Seller for delivery no later than six months following notice (but Seller shall not be obligated to accept orders for delivery after the term of this Agreement). However, Buyer shall in any case continue supplying the affected Product(s) for the duration required (including any allowed extensions) under Seller’s Pre-Existing Commitments.

13. Industrial and Intellectual Property Rights

13.1 If a third party raises justified claims against Buyer for infringement of intellectual property rights or copy rights (all together hereafter referred to as “Protective Rights”) by Products supplied by Seller, Seller shall at his cost acquire for Buyer a right to use the Product. In case this is not possible at economically reasonable conditions, Seller’s liability shall be limited as follows:

a) Seller shall indemnify and hold harmless Buyer against reasonable legal costs and damages of Buyer caused by Protective Right infringement by the Product as such up to the amount of an appropriate license fee, which the owner of the Protective Rights could claim directly from Seller for the use of

the infringing Product. Any such license fee determined in an action between Buyer and the owner of the Protective Right shall be deemed appropriate under this clause. Buyer shall inform Seller concerning any such action, and Seller shall have the right to participate in it, at Seller’s expense.

b) For future deliveries Seller shall, if economically reasonable, at its option develop a not infringing Product, which complies with the form, fit, and function specifications of the infringing Product, modify the Product to become non infringing or deliver an equivalent non infringing product.

c) For deliveries under Seller’s Pre-Existing Commitments, the remedies, Seller’s obligations, and limitations of liability shall be as outlined in those contracts, to the extent other or different than here described.

Claims shall be deemed justified only if they are acknowledged as such by Seller or finally adjudicated as such by a court or arbitration panel of competent jurisdiction, as provided for hereunder or under Seller’s Pre-Existing Commitments, if applicable.

13.2 The limitation period shall be as provided by law, or such longer period as is set by the Seller’s Pre-Existing Commitments.

13.3 If Buyer settles any disputes without Seller’s agreement, Seller shall not be bound by that settlement, but shall be entitled to Seller’s rights under this Section 13.

13.4 Any liability of Seller pursuant to Section 13.1 shall be excluded, if the infringement of Protective Rights is not caused by the Product itself, for example if such infringement results from the application of the Product (including any application-specific circuitry dictated by Buyer or Buyer’s customer and implemented in the Product), unless Seller did offer the Product especially for such infringing application. This limitation shall not apply with respect to sales under Seller’s Pre-Existing Commitments, if excluded in such Seller’s Pre-Existing Commitments.

13.5 Any liability of Seller shall also be excluded, if the infringement of Protective Rights results from specific instructions given by Buyer or the fact that the Product has been changed by Buyer or is being used in conjunction with products not delivered by Seller, which convert an otherwise non-infringing Product to an infringing Product, so

long as the Product has non-infringing uses. This limitation shall not apply with respect to sales under Seller’s Pre-Existing Commitments, if excluded in such Seller’s Pre-Existing Commitments.

14. Confidential Information

14.1 The Parties shall use all information, which they receive in connection with this Agreement and which has been marked as confidential, only for the purposes of this Agreement (including but not limited to supporting Buyer’s marketing, sales, and customer support for Products) and they shall keep this information confidential to third parties with the same degree of care as they use with respect to their own confidential information. This obligation shall survive the expiration or termination of this Agreement for a period of 3 years.

14.2 This obligation shall not apply to information, which is or becomes public knowledge or which is provably independently developed or lawfully received from a third party, or which either party is obligated to disclose by law.

15 Force Majeure

Except as provided for inSeller’s Pre-Existing Commitments, neither Party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by force majeure such as, but not limited to, riots, civil commotion’s, wars, strikes, freight embargo, shortage of supply, lock-outs, hostilities between nations, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective party and of its sub-contractors. In such events, the affected Party shall immediately inform the other Party of such circumstances together with documents of proof and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of such cause and the period

reasonably required to perform the obligations in such cases. Force majeure excuses shall be limited, for orders under Seller’s Pre-Existing Commitments, if required by the terms of Seller’s Pre-Existing Commitments.

16. Export Control Regulations

The Parties agree to inform each other about any export or re-export restrictions and regulations and about the Export Control Classification Numbers (ECCN) relating to Product(s). BUYER and SELLER will comply with any export or re-export restrictions and regulations relating to Product(s), and will support each other in doing so.

17. Liability

17.1 Seller assumes liability for any personal injury for which he is found responsible without limitation. If found responsible for property damages of Buyer, Seller shall indemnify Buyer for expenses incurred for restoration of the damaged property up to a maximum amount of EURO [***] per damage event, or such higher limits as may be provided for in Seller’s Pre-Existing Commitments.

17.2 Apart from warranties and liabilities expressly stipulated in this Agreement, and Buyer’s obligations to pay for delivered Product, Seller and Buyer disclaim all liability for indirect or consequential damages arising from interrupted operation, loss of profits, loss of information and data, unless in any cases where liability is mandatory at law.

17.3 The enforcement of the aforementioned rights of Buyer shall be excluded if Buyer does not notify Seller in writing of his claims within one year months after being aware of such rights, or such longer period as may be provided for under Seller’s Pre-Existing Commitments.

18. Term

18.1 This Agreement shall be effective as from the Effective Date of the Sale and Transfer Agreement between the Parties. This agreement shall expire eighteen months after the effective date.

18.2 Six (6) month prior to the expiry date of this Agreement, the parties shall meet in good faith to decide upon contingency plans for the Hi Rel and Cobra business following the termination of this agreement. The parties acknowledge these principles concerning those decisions:

18.2.1 If Buyer wishes to continue acquiring Products from Seller, the continued acquisition shall be on terms and conditions satisfactory to both parties. Neither party is obligated to continue the supply arrangement.

18.2.2 If Buyer wishes to assume responsibility for manufacturing and supplying the parts itself, directly or through an Affiliate, then Buyer shall have the right to acquire hard assets necessary for the manufacture from Seller at the fair market value of those assets, provided that Seller shall not be obligated to sell assets used for portions of Seller’s businesses other than the Cobra and HiRel Products business. The parties will work together to establish a transition plan for any such hard assets on the basis of the principle that customer supply should not be interrupted. If acquired, such hard assets shall be transferred under the same cost sharing principles as apply for other hard assets under the Sale and Purchase Agreement between the parties to which this Agreement was made an Schedule.

18.2.3 The Parties acknowledge that Buyer has licensed or acquired from Seller all intellectual property relating to GAAS Products as well as Hi Rel specific intellectual property relating to Silicon Products (including without limitation know how, computer files, test procedures and routines, product specifications, packaging specifications, vendor arrangements and terms and conditions, and other necessary information) Seller uses in the provisioning, production, testing, and supply of the Products. At Buyer’s request, the parties will work in good faith to insure a successful transfer of all such intellectual property and information to Seller, for the purpose of insuring continued end customer satisfaction with the Products from Buyer after termination of this Agreement. Following such request, each party shall bear its own expenses under a reasonable plan for insuring the effective transfer of the necessary know-how to Buyer’s selected operation. Buyer may, but is not obligated to, offer employment to commence following termination of this Agreement to some or all of Seller’s employees involved in the production of the Products.

18.2.4 Buyer shall have the right to discontinue Production of the Hi Rel Products as from the expiry date outlined in Section 18.1.

18.2.5 The Parties acknowledge that Seller is obligated by pre-existing commitment to deliver the [***] Products until [***]. Currently Seller and the customer entitled to such long term delivery are evaluating the opportunity to cover customer’s remaining demand with a last order. Should Seller not be able to satisfy customer with such a last order, Seller and Buyer shall negotiate in good faith opportunities to fulfill that customer’s demand.

19. Arbitration

19.1 The Parties agree that the provisions regarding resolution of disputes, including clauses regarding executive conferencingand exclusive resort to arbitration, as negotiated in the Sale and Purchase Agreement between the parties with respect to assets of the former Gallium Arsenide division of Seller, shall govern all disputes between them, provided that Seller may be made party to any proceeding allowed under Seller’s Pre-Existing Commitments, and shall be bound by its results if Buyer is also so bound.

20. Applicable Law

21. Assignment

21.1 Neither Party may assign this Agreement, delegate its obligations or assign its rights thereunder without the prior written consent of the other Party, which consent will not

be unreasonably withheld.

21.2 Notwithstanding the foregoing and without consent of the other Party,

- either Party may assign this Agreement, delegate its obligations or assign its rights thereunder to an Affiliated Company. An “Affiliated Company” is any corporation, company or other entity which: (i) is Controlled by a Party hereto; (ii) Controls a Party hereto; or (iii) is under common Control with a Party hereto. For this purpose, “Control” means that more than fifty percent (50 %) of the controlled entity`s outstanding shares or ownership interest representing the right to make decisions for such entity are owned or controlled, directly or indirectly, by the controlling entity, or

- either Party may assign this Agreement, delegate its obligations or assign its rights thereunder to a third party to whom all or substantially all assets of the business unit performing this Agreement are transferred.

22. Miscellaneous

22.1 Alterations and amendments to this Agreement shall only be valid if made in writing.

Any waiver of this requirement for the written form shall likewise be in writing.

22.2 The effectiveness of this Agreement shall not be impaired if any provision of this Agreement should be completely or partially invalid or unenforceable. In this case, the Parties shall agree on a provision, that meets the economical intention of the invalid or unenforceable provision, and the unenforceable provision as originally written may be severed from the balance of this Agreement.

22.3 The language of this Agreement shall be English. Correspondence, technical and commercial documents as well as any information relating to this Agreement shall be in English.

23. Entirety of Agreement

This Agreement together with the Seller’s Pre-Existing and the Schedules listed in Section 24 (herein referred to as “Schedules”) shall constitute the entire understanding between the Parties to the subject matter herein. Therefore neither Buyer’s nor Seller’s General Terms and Conditions shall be applicable for the delivery of Products.

This Agreement supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter.

24. Schedules

Schedule 1:

a) Specification of [***] Products, volumes, prices, and attachment of the [***] “Seller’s Pre-Existing Commitment.”

b) Delivery and payment schedule

Schedule 2:

a) Specification of HiRel product(s), volumes, prices

b) Price list of HiRel Products

Schedule 3: Quality Agreement

Schedule 4: Backlog by customer of Products as of April 15, 2002, (supplemented or to be supplemented by Seller as of the Effective Date, also showing backlog within Customer by part number, and showing average selling price per identified commercial unit and related purchase order or customer order system record number).

In case of discrepancy between the provisions of any Schedule above and this HiRel Supply Agreement, the terms and conditions of this HiRel Supply Agreement shall prevail, except any express commitments with respect to Seller’s Pre-Existing Commitments shall govern in all cases noted above.

Date:	Date:	July 1, 2002

Buyer	Infineon Technologies AG

/s/ Ronald Ruebusch	/s/ Nicole Lau

	/s/ Juergen Ebmeyer

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EX-2.1-6 9 a2084149zex-2_16.htm EXHIBIT 2.1.6

Exhibit 2.1.6

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Backend Foundry A G R E E M E N T

between

TriQuint Semiconductor, Inc., 2300 NE Brookwood Parkway, Hillsboro, OR 97124

- hereinafter referred to as “CUSTOMER” -

and

Infineon Technologies Aktiengesellschaft, München, Federal Republic of Germany

- hereinafter referred to as “SUPPLIER” -

- CUSTOMER and SUPPLIER are hereinafter referred to as “PARTY” or “PARTIES” -

Preamble

WHEREAS CUSTOMER is taking over SUPPLIER’s Gallium Arsenide (GaAs) business. The CUSTOMER will transfer wafer processes and device manufacturing to its own fabrication line to the United States, but does not presently plan to operate its own package lines for such devices.

WHEREAS the SUPPLIER has mass production package and test facilities for its own products suited also for packaging and testing CUSTOMER’s GaAs—products.

WHEREAS CUSTOMER intends to procure from SUPPLIER package and test foundry services for certain Gallium Arsenide devices and SUPPLIER is willing to offer such services.

WHEREAS, for their mutual benefit, the PARTIES seek to secure the supply, to improve the planning, and to ensure delivery on time.

NOW THEREFORE in consideration of the above, the PARTIES agree to the following terms and conditions:

Article 1 — Definitions

1.1 “DEVICES” shall mean the integrated circuits as specified in Schedule 1 and delivered by CUSTOMER for processing by SUPPLIER.

1.2 “CONTRACT PRODUCTS” shall mean DEVICES processed by SUPPLIER according to PROCESSING SPECIFICATION and packed according to the PACKING SPECIFICATION. Types of CONTRACT PRODUCTS are specified in Schedule 1. CONTRACT PRODUCTS do not include prototypes. Prototypes shall mean a preliminary version of a future CONTRACT PRODUCT.

1.3 “PACKING SPECIFICATION” shall mean the specification and documentation according to which the CONTRACT PRODUCTS shall be packed by SUPPLIER, an example of which is attached hereto as Schedule 2. SUPPLIER has provided all of the respective specifications and documentation relating to each CONTRACT PRODUCT prior to the date of this AGREEMENT, or prior to the date of any purchase order for the CONTRACT PRODUCT.

1.4 “PROCESSING SPECIFICATION” shall mean the specification and documentation prepared by SUPPLIER for each particular CONTRACT PRODUCT, an example of which is shown in attached hereto as Schedule 3 A. The PROCESSING SPECIFICATION for a CONTRACT PRODUCT shall also include the statement of expectations that has been prepared by CUSTOMER with respect to each CONTRACT PRODUCT, which CUSTOMER shall reference in its purchase orders placed under this AGREEMENT. An example of CUSTOMER’s statement of expectations is shown in Schedule 3 B. The PARTIES have exchanged all of their respective specifications, documentations, and statements of expectations relating to each CONTRACT PRODUCT prior to the date of this AGREEMENT, or prior to the date of any purchase order for the CONTRACT PRODUCT. The PARTIES agree that in the event of a conflict between this AGREEMENT and a statement of expectations delivered by CUSTOMER to SUPPLIER as part of the PROCESSING SPECIFICATION, this AGREEMENT controls.

1.5 “REQUIREMENTS FOR QUALITY ASSURANCE” shall mean the quality requirements attached hereto as Schedule 4.

1.6 “CUSTOMER INFORMATION” shall mean all such technical information as well as know-how and software (which are given orally, in writing or in other tangible forms) as necessary for the processing of DEVICES and available at CUSTOMER, which technical information and know-how CUSTOMER will submit to SUPPLIER according to the provisions of this AGREEMENT.

1.7 “SPECIAL TOOLING” shall mean CUSTOMER specific tools, in accordance with PROCESSING SPECIFICATIONS, suitable and to be used exclusively for the processing of CONTRACT PRODUCTS.

1.8 “SUBSIDIARY” shall mean a corporation, company of entity:

• of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) more than fifty percent (50%) are, now or hereafter, owned of controlled, directly or indirectly, by a PARTY hereto, or

• which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decision for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by a PARTY hereto.

Article 2 — Scope of Work

2.1 Subject to the terms and conditions of this AGREEMENT SUPPLIER shall - in accordance with and under use of the PROCESSING SPECIFICATION - process DEVICES and pack the processed DEVICES according to the PACKING SPECIFICATION.

2.2 SUPPLIER shall deliver CONTRACT PRODUCTS labeled according to CUSTOMER’s specifications in SUPPLIER’s standard packing according to the PACKING SPECIFICATION.

2.3 SUPPLIER shall purchase the material necessary for the processing of DEVICES in accordance with the PROCESSING SPECIFICATION.

2.4 The work to be performed by SUPPLIER according to Art. 2.1 above shall be primarily done at SUPPLIER’s facilities in [***]. SUPPLIER may change to any other facility according to needs, provided that SUPPLIER has previously delivered appropriate qualification data to CUSTOMER that is reasonably acceptable to CUSTOMER. In this case, SUPPLIER shall inform CUSTOMER in writing at least 30 days in advance.

2.5 SUPPLIER will provide reports and data as set out in Schedule 5.

2.6 Both PARTIES will nominate a contact person responsible for logistics and technical issues.

2.7 From time to time during the term of this Agreement, the PARTIES by mutual agreement will specify additional types of CONTRACT PRODUCTS (by amending Schedule 1), and their respective PACKING SPECIFICATIONS - and PROCESSING SPECIFICATIONS, specifically including products that are currently prototypes.

Article 3 — Delivery of DEVICES by CUSTOMER

3.1 CUSTOMER shall deliver [***], the quantity of DEVICES - necessary to fulfil

SUPPLIER’s obligations - according to Incoterms 2000. The DEVICES shall always remain CUSTOMER’s property during processing and shipping.

3.2 The DEVICES shall be unsawn and packed according to SUPPLIER’s present process of attaching thinned wafers to a glass substrate for transportation stability. SUPPLIER grants, with effect as of the effective date of this Agreement, to CUSTOMER and its SUBSIDIARIES, the [***] to all of SUPPLIER’s Intellectual Property Rights relating to the process of attaching thinned wafers to a glass substrate for transportation stability to use, make, have made, design, have designed, develop, maintain, import, export, sell, market, or otherwise dispose of CONTRACT PRODUCTS to be processed by SUPPLIER under this AGREEMENT. For the purpose of this Art. 3.2, “Intellectual Property Rights” means any patents, patent applications, copyrights, know-how, inventions, discoveries, ideas, methods, processes, trade secrets and any other proprietary or confidential information, and any other intellectual property rights of any kind.

3.3 Immediately on receipt of the DEVICES, SUPPLIER shall check whether they correspond to the quantity and type agreed and whether there is any outwardly visible transport damage or there are outwardly visible defects. If SUPPLIER discovers a defect during the inspections mentioned above it shall notify CUSTOMER of this and return such defective DEVICES to CUSTOMER. On written request of CUSTOMER SUPPLIER shall destroy the defective DEVICES and confirm the destruction in writing. All costs resulting from shipping or destruction of DEVICES shall be borne by CUSTOMER. If SUPPLIER discovers a defect at a later date, it shall notify this in the same way. Notifications of defects shall be made within one month of their discovery. SUPPLIER shall not be under any commitment to the CUSTOMER to make any more extensive inspections and notifications relating to DEVICES than those specified above.

Article 4 — Qualification Procedure

4.1 Prior to the start of volume processing of each type of DEVICE or family of DEVICES, SUPPLIER shall process a mutually agreed quantity of prototypes of CONTRACT PRODUCTS. CUSTOMER will be charged for prototypes according to Schedule 6 B.

4.2 CUSTOMER may perform a System Audit and Line Audit at the start of the processing of the CONTRACT PRODUCTS. Further regular audits will be carried out on CUSTOMER’S reasonable request.

Article 5 — CUSTOMER INFORMATION, equipment and SPECIAL TOOLING

5.1 CUSTOMER shall provide SUPPLIER with all CUSTOMER INFORMATION required by SUPPLIER to fulfil its obligations arising of this AGREEMENT. CUSTOMER INFORMATION shall be submitted in English. Such CUSTOMER INFORMATION is subject to Art. 14.

5.2 If CUSTOMER invests in equipment at SUPPLIER or if SPECIAL TOOLING has been charged to CUSTOMER directly, title to such equipment and SPECIAL TOOLING shall vest in CUSTOMER.

5.3 SPECIAL TOOLING, which incorporates a design owned by SUPPLIER (e.g. leadframe tooling) will remain SUPPLIER’s ownership.

5.4 SUPPLIER shall on request furnish information on certain SPECIAL TOOLING (specifically, and limited to, the [***] of single units) to CUSTOMER to permit CUSTOMER to tool (at CUSTOMER’s cost) the [***], and to permit any of CUSTOMER’s assembly subcontractors to use such SPECIAL TOOLING in the course of being an alternate source to CUSTOMER for CONTRACT PRODUCTS.

CUSTOMER shall destroy any such SPECIAL TOOLING that is no longer useful to use, make, have made, design, have designed, develop, maintain, import, export, sell, market, or otherwise dispose of CONTRACT PRODUCTS or future products developed by CUSTOMER using the same [***] as a CONTRACT PRODUCT.

5.5 After the termination or completion of this AGREEMENT SUPPLIER will upon respective written request of CUSTOMER, allow CUSTOMER to remove equipment and SPECIAL TOOLING paid for by CUSTOMER. SUPPLIER shall further furnish a list of SPECIAL TOOLING which can be made available to CUSTOMER by special agreement.

5.6 CUSTOMER shall bear the [***] of [***] of such equipment and SPECIAL TOOLING as mentioned in Article 5.4 and 5.5 ; each PARTY shall bear its [***] associated with such [***].

5.7 For CONTRACT PRODUCTS tested on an [***], SUPPLIER shall deliver to CUSTOMER SUPPLIER’s [***]. For all other CONTRACT PRODUCTS, SUPPLIER shall consult with CUSTOMER and deliver to CUSTOMER SUPPLIER’s test plans, test parameters, test sequences, and any other similar test information that would be useful to CUSTOMER on CUSTOMER’s test equipment. SUPPLIER shall also offer to [***] for all CONTRACT PRODUCTS to CUSTOMER at SUPPLIER’s cost.

5.8 SUPPLIER grants, with effect as of the effective date of this Agreement, to CUSTOMER and its SUBSIDIARIES, the [***] to the specific SPECIAL TOOLING provided under Art. 5.4 and the test information provided under Art. 5.7 to use, make, have made, design, have designed, develop, maintain, import, export, sell, market, or otherwise dispose of CONTRACT PRODUCTS or future products developed by CUSTOMER using the [***] as a CONTRACT PRODUCT.

Article 6 — Quality Assurance

6.1 Records of all production, process and quality inspection shall be kept complete and data retention period of such records shall be two (2) years.

6.2 If during the term of this AGREEMENT caused by the DEVICES, the actual yield is below a minimum yield expectation given by the CUSTOMER as part of CUSTOMER INFORMATION SUPPLIER shall immediately inform CUSTOMER in writing and [***]. CUSTOMER and SUPPLIER will at [***] use their best efforts to analyze the situation and find a solution of the problem as soon as possible.

6.3 With each delivery by SUPPLIER of CONTRACT PRODUCTS, SUPPLIER shall deliver lot history documentation to CUSTOMER in a form reasonably satisfactory to CUSTOMER. At minimum, this lot history documentation shall record, for each of SUPPLIER’s process steps, the quantity in, the quantity out, and the date of processing.

Article 7 — Changes of Specifications

7.1 In case CUSTOMER changes the specification of DEVICES, CUSTOMER shall inform SUPPLIER immediately in writing.

7.2 If CUSTOMER asks for changes of the PROCESSING SPECIFICATION, or PACKING SPECIFICATION, SUPPLIER will promptly evaluate its consequences. SUPPLIER will inform CUSTOMER of the result of such evaluation in writing as soon as possible, and in no event more than [***] after CUSTOMER’s requested changes. The PARTIES shall discuss in good faith the timing and prices for such changes.

7.3 SUPPLIER is entitled to [***] the CONTRACT PRODUCTS. If [***] affect [***] of the CONTRACT PRODUCTS [***], SUPPLIER shall inform CUSTOMER about the [***] in writing by sending a [***] notification (hereinafter referred to as “[***]”). CUSTOMER and SUPPLIER shall agree on a [***] requirements.

Latest [***] days before start of delivery of the [***] CONTRACT PRODUCTS SUPPLIER will hand over the [***] to CUSTOMER.

PROCESSING SPECIFICATION shall be changed according such [***]. If the [***] are [***] according to [***], SUPPLIER shall inform CUSTOMER about the [***] in writing [***] before implementing the changes.

7.4 If the PROCESSING SPECIFICATION is changed SUPPLIER and CUSTOMER shall - on written request of CUSTOMER - perform a new Qualification Procedure according to Art. 4 above.

Article 8 — Purchase Orders, Forecast

8.1 On the first day of each [***], CUSTOMER shall submit to SUPPLIER CUSTOMER’s most recent volume (by quantity) business outlook by package type and/or processing service. The PARTIES acknowledge that CUSTOMER prepares its updated business outlook on or about each [***], covering the subsequent 12 calendar months.

8.2 Each [***], CUSTOMER shall submit to SUPPLIER a [***] rolling forecast showing forecast orders by CONTRACT PRODUCTS and/or package type. The [***] of the [***] forecast shall be filled with firm orders and binding in the quantity and CONTRACT PRODUCT mix. This mix can be changed not more than +/- [***]% in the [***] per CONTRACT PRODUCT (provided capacity is available). Both PARTIES will make efforts to load the assembly and testing equipment smoothly, and in a way that is mutually beneficial.

8.3 CUSTOMER shall order CONTRACT PRODUCTS on a [***] basis, by submitting written blanket Purchase Orders covering and referring to the volumes that will be given according to Art. 8.2. Purchase orders shall be deemed binding if accounting at least for minimum quantities given in Schedule 8 and not rejected by SUPPLIER within [***] upon receipt.

8.4 On request of CUSTOMER SUPPLIER will make best effort to accept fast track orders (meaning orders for CONTRACT PRODUCTS to be delivered by SUPPLIER on cycle times indicated in Schedule 7. SUPPLIER shall be entitled to charge [***] for fast track, provided SUPPLIER achieves the indicated fast track cycle times.

8.5 For cancelled volumes in excess of [***] as defined in Art. 8.2, SUPPLIER may [***] CUSTOMER [***] to [***] given in Schedule 6.

Article 9 — Delivery of CONTRACT PRODUCTS

9.1 CONTRACT PRODUCTS shall be delivered either EXW SUPPLIER’s distribution center [***] according to Incoterms 2000.

9.2 CONTRACT PRODUCTS to be delivered under this AGREEMENT may be subject to governmental export regulations and therefore may be subject to the approval by the respective governmental authorities. Such approval, if necessary, shall be provided by SUPPLIER. CUSTOMER will support SUPPLIER to obtain the necessary approvals if requested by SUPPLIER.

Article 10 — Term of Delivery, Cycle Time, Default

10.1 CONTRACT PRODUCTS will be assembled and tested with average cycle times according to Schedule 7, provided a sufficient number of processable and yielding DEVICES are available at the scheduled and agreed start of the assembly process.

This shall only apply if CONTRACT PRODUCTS do not fall under Art. 6.2 of this AGREEMENT.

10.2 If any circumstances should arise, which could result in a delayed delivery to CUSTOMER by more than three days, SUPPLIER shall promptly notify CUSTOMER in writing.

10.3 If SUPPLIER is in delay with deliveries for which he is responsible and if CUSTOMER substantiates that he has suffered damages due to the delay, CUSTOMER may claim per full week of delay liquidated damages of 0,5% of the price for processing of the CONTRACT PRODUCTS according to Art. 11 up to a maximum amount of 5% of such price.

10.4 Subject to the condition that CUSTOMER claimed the maximum amount of liquidated damages as set forth in Art. 10.3 and set a reasonable time limit together with the statement to object the CONTRACT PRODUCTS after expiration of such time limit, CUSTOMER may cancel the relevant individual purchase contract without incurring any liability, if the CONTRACT PRODUCTS have not been delivered within said reasonable time limit. Such notice of cancellation has to be served without delay after expiration of the above mentioned time limit.

10.5 Any further claims for damages or rights of CUSTOMER due to the delay shall be excluded.

Article 11 — Prices, Terms of Payment

11.1 Prices for the Pre-Assembly (PAS), Assembly (ASS) and Testing (TST) are stated in Schedule 6 A and Schedule 6 B hereto. For any additional types of CONTRACT PRODUCTS that the PARTIES specify under Art. 2.7 (“New Product”), if the New Product is in the same package family as a CONTRACT PRODUCT listed in Schedule 6 A or Schedule 6 B, then the prices for ASS services for the New Product shall be as shown in Schedule 6 A and Schedule 6 B for other CONTRACT PRODUCTS in the same package family. The parties agree to negotiate commercially reasonable and competitive prices in good faith for PAS and TST services and for any other New Products.

11.2 Payment shall be effected thirty (30) days net after receipt of CONTRACT PRODUCTS and the respective invoice from SUPPLIER.

11.3 In case of any dispute arising out of an individual purchase contract, CUSTOMER shall in any case pay the undisputed part of the invoice related to such purchase contract according to the payment terms mentioned above.

11.4 Invoices shall be addressed to:

	TriQuint Semiconductor, Inc.
	2300 NE Brookwood Parkway
	Hillsboro, Oregon 97124
	USA

or such other address as CUSTOMER may designate from time to time in its purchase orders or otherwise.

11.5 The pricing scheme set forth in Schedule 6 A and Schedule 6 B shall be fixed for a period of 24 months beginning of Effective Date of the Sales and Transfer Agreement.

11.6 If the volumes given in the business outlook exceed the maximum test capacities given in Schedule 6 A, the SUPPLIER will evaluate the consequences. SUPPLIER will inform CUSTOMER within twenty (20) working-days of the result of such evaluation in writing. The PARTIES shall discuss in good faith the prices and necessary investments associated with this request.

Article 12 — Warranty

12.1 SUPPLIER shall deliver CONTRACT PRODUCTS which are free from any defects.

12.2 The CONTRACT PRODUCTS are considered free from any defects, if they comply with the PROCESSING SPECIFICATION and REQUIREMENTS FOR QUALITY ASSURANCE attached to this AGREEMENT. Notwithstanding the foregoing, SUPPLIER shall not be responsible

(a) for insignificant defects, including but without limitation any defects that do not affect the use of the CONTRACT PRODUCT intended by CUSTOMER,

(b) for any non reproducible computer bugs and

12.3 SUPPLIER shall at its sole discretion repair or replace the non-compliant CONTRACT PRODUCTS. In case these corrective actions fail within a reasonable period of time, CUSTOMER is entitled to request price reduction or to cancel the relevant portion of the Purchase Order and request SUPPLIER to reimburse the purchase price; the claim for performance shall then be excluded.

12.4 The warranty period shall be twenty-four (24) months starting on the date the risk of loss or damage has passed onto CUSTOMER according to Art. 9.1. In the

case of yield loss beyond ordinary yield fluctuations caused by the chips and/or the assembly and test process (e.g. by malfunctions of SUPPLIERs equipment or by operators errors), SUPPLIER will assemble and test free of charge the equivalent number of CONTRACT PRODUCTS. However, SUPPLIER will not take the responsibility for replacing the lost DEVICES.

12.5 The warranties stated in Art. 12 are exclusive and in lieu of all other warranties, whether express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose.

12.6 SUPPLIER’s liability for any further damages resulting from the non-compliance of the CONTRACT PRODUCTS and any further rights of CUSTOMER due to the non-compliance shall be limited pursuant to the stipulations of Art. 16.

Article 13 — Industrial and Intellectual Property Rights

13.1 If a third party raises justified claims against SUPPLIER for infringement of intellectual property rights or copy rights (all together hereafter referred to as “Protective Rights”) due to CUSTOMER’s information and/or DEVICES supplied by CUSTOMER and incorporated in CONTRACT PRODUCTS processed and/or delivered by SUPPLIER, CUSTOMER shall defend and indemnify SUPPLIER against such claim.

13.2 Notwithstanding Art. 13.1, if a third party raises justified claims against CUSTOMER for infringement of Protective Rights due to the processing of DEVICES by SUPPLIER, SUPPLIER shall indemnify and hold harmless CUSTOMER against reasonable legal costs and damages of CUSTOMER caused by Protective Right infringement due to processing of DEVICES as such up to the amount of an appropriate license fee, which the owner of the Protective Rights could claim directly from SUPPLIER for the infringing processing of DEVICES. For future deliveries SUPPLIER may,

a) if economically reasonable, at its option develop a not infringing processing of DEVICES, which substantially complies with the specifications of the infringing processing or DEVICES, modify the processing of DEVICES to become non infringing, or deliver an equivalent non infringing processed DEVICE, or

b) on the request of CUSTOMER, buy a license at CUSTOMER’s expense to continue processing of DEVICES in a non infringing way, or

c) reject further Purchase Orders to process respective DEVICES.

13.3 Claims according to Art. 13.2 shall be deemed justified only if they are acknowledged as such by SUPPLIER or finally adjudicated as such by a court of competent jurisdiction. The limitation period for SUPPLIER’s obligations as of Art. 13.2 shall be as set forth in Art. 12.4.

13.4 The obligations of SUPPLIER mentioned in Art. 13.2 above apply under the precondition that CUSTOMER informs SUPPLIER without delay in writing of any claims for infringement of Protective Rights, does not accept on his own any such

claims and conducts any disputes, including settlements out of court, only in agreement with SUPPLIER.

13.5 Any liability of SUPPLIER pursuant to Art. 13.2 shall be excluded, if the infringement of Protective Rights is not caused by the processing itself, for example if such infringement results from the DEVICE or the application of the CONTRACT PRODUCT, including any application-specific circuitry implemented in the CONTRACT PRODUCT.

13.6 Any liability of SUPPLIER pursuant to Art. 13.2 shall also be excluded, if the infringement of Protective Rights results from specific instructions given by CUSTOMER or the fact that the CONTRACT PRODUCT has been changed by CUSTOMER or is being used in conjunction with products not delivered by SUPPLIER, which convert an otherwise non-infringing CONTRACT PRODUCT to an infringing CONTRACT PRODUCT.

Article 14 — Confidentiality

14.1 The PARTIES shall use all information, which they receive in connection with this AGREEMENT and which has been marked as confidential, only for the purposes of this AGREEMENT and they shall keep this information confidential to third parties with the same degree of care as they use with respect to their own confidential information.

14.2 Any information which the PARTY receiving such information (Receiving PARTY) can demonstrate

• is known to or is in the possession of the Receiving PARTY prior to transmission by the PARTY disclosing such information (Disclosing PARTY) without obligation of confidentiality as proven by the Receiving PARTY’s written records,

• or became legally available to the Receiving PARTY from a source other than the Disclosing PARTY without obligation of confidentiality,

• or has been passed into the public domain other than by breach of this AGREEMENT,

• or is independently developed by the Receiving PARTY as proven by the Receiving PARTY's written records,

• or the disclosure of which is expressly authorized by the Disclosing PARTY

shall not be subject to the above confidentiality provisions.

Article 15 — Force Majeure

15.1 Neither PARTY shall be liable to the other for failure or delay in the performance of any of its obligations under this AGREEMENT for the time and to the extent such failure or delay is caused by Force Majeure such as, but not limited to, riots, civil commotion, wars, hostilities between nations, freight embargo, shortage of supply, governmental laws, orders or regulations, actions by the government or any agency thereof, storms, fires, sabotages, explosions or any other contingencies beyond the reasonable control of the respective PARTY. In such

events, the affected PARTY shall immediately inform the other PARTY of such circumstances together with documents of proof and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the obligations in such cases. Should, however, a circumstance of Force Majeure continue for a period of more than sixty (60) days, then either PARTY has the right to forthwith terminate this AGREEMENT and Purchase Order by registered letter.

Article 16 — Liability

16.1 SUPPLIER assumes liability for any personal injury for which he is found responsible without limitation. If found responsible for property damages of CUSTOMER, SUPPLIER shall indemnify CUSTOMER for expenses incurred for restoration of the damaged property up to a maximum amount of EURO [***] per damage event and EURO [***] per calendar year.

16.2 Apart from warranties and liabilities expressly stipulated in this AGREEMENT, SUPPLIER disclaims all liability regardless of the cause in law, in particular the liability for indirect or consequential damages arising from interrupted operation, loss of profits, loss of information and data, unless in any cases where liability is mandatory at law.

16.3 The enforcement of the aforementioned rights of CUSTOMER shall be excluded if CUSTOMER does not notify SUPPLIER in writing of his claims within six months after being aware of such rights.

Article 17 — Termination and discontinuance of production

17.1 This AGREEMENT shall be effective as of the Effective Date of the Sale and Transfer Agreement between SUPPLIER, CUSTOMER, and certain of their subsidiaries, and shall run until [***]. At the end of the term of this AGREEMENT, unless either PARTY provides six (6) months written notice prior to the expiration of the term, the term will be extended automatically by a period of twelve (12) months.

17.2 Should the SUPPLIER plan to discontinue production of certain CONTRACT PRODUCTS covered under the AGREEMENT, the SUPPLIER will undertake to inform the CUSTOMER of this in writing with advance notice at least 12 months prior to the planned discontinuation in order to allow CUSTOMER to place orders for his remaining requirements 6 months in advance of the planned discontinuation at the latest. SUPPLIER may not provide this notice of planned discontinuation during the term of the Interim Supply Agreement between CUSTOMER and SUPPLIER.

Article 18 — Provisions covering the time after termination

18.1 In the event of termination of this AGREEMENT CUSTOMER shall take and SUPPLIER shall be obliged to deliver all quantities of CONTRACT PRODUCTS ordered by CUSTOMER and acknowledged by SUPPLIER prior to the effective date of termination.

18.2 Art. 5.2, 5.4, 5.5, 5.6, 5.8, 12, 13, 14, 19.4 and 19.5 shall survive the termination of this AGREEMENT.

Article 19 — Miscellaneous

19.1 When this AGREEMENT becomes effective, it shall constitute the entire understanding and agreement between the PARTIES and shall insofar supersede and cancel all previous agreements, negotiations and commitments, either oral or written. All changes and amendments to this AGREEMENT must be in writing to be valid. This requirement of written form can only be waived in writing.

19.2 Should any provision of this AGREEMENT be legally ineffective or unfeasible for legal reasons, the validity of the remaining provisions of this AGREEMENT shall not be affected thereby. In such a case the PARTIES shall come to an agreement approximating as closely as possible the arrangement originally envisaged in this AGREEMENT.

19.3 Notices and communications between SUPPLIER and CUSTOMER shall be given in writing in English language to the following addresses of the PARTIES or to such other address as the PARTY concerned may subsequently notify in writing to the other PARTY:

SUPPLIER:

Infineon Technologies AG, Wernerwerkstrasse 2, 93049 Regensburg, Germany

CUSTOMER:

TriQuint Semiconductor, Inc.

2300 NE Brookwood Parkway

Hillsboro, Oregon 97124

USA

19.4 All differences or disputes arising out of or in connection with this AGREEMENT shall be settled by an amicable effort of CUSTOMER and SUPPLIER. An attempt to arrive at a settlement shall be deemed to have failed as soon as one of them so notifies the other in writing. If an attempt at settlement has failed, the dispute shall be referred to and finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris (“Rules”) by three arbitrators appointed in accordance with the Rules. The place of the arbitration shall be Munich, Germany. The procedural law of this place shall apply where the Rules are silent. The arbitrage award shall be substantiated in writing. The arbitrage

tribunal shall also decide on the matter of costs of the arbitration. The language of the arbitration shall be English.

19.5 This AGREEMENT shall be subject to German laws.

In Witness Whereof the PARTIES hereto have duly executed this AGREEMENT.

TriQuint Semiconductor, Inc.			Infineon Technologies AG


By:	/s/ Ronald Ruebusch		By:	/s/ Nicole Lau

Date:		July 1, 2002	Date:	July 1, 2002

TriQuint Semiconductor, Inc.	Infineon Technologies AG


By:	By:	/s/ Karl Platzoeder

Date:	Date:	July 1, 2002

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Schedule of Schedulees

Schedule 1		Specification of DEVICES and CONTRACT PRODUCTS
Schedule 2		Example of PACKING SPECIFICATION
Schedule 3 A		Example of SUPPLIER PROCESSING SPECIFICATION
Schedule 3 B		Example of CUSTOMER Expectations
Schedule 4		REQUIREMENTS FOR QUALITY ASSURANCE
Schedule 5		SUPPLIER’s Reporting Obligations
Schedule 6 A		Prices
Schedule 6 B		Prices for Prototypes
Schedule 7		Standard and fast track cycle times
Schedule 8		Minimum Order Quantities

EX-2.1-7 10 a2084149zex-2_17.htm EXHIBIT 2.1.7

Exhibit 2.1.7

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Side letter to the Backend Foundry Agreement

between TriQuint Semiconductor, Inc., 2300 NE Brookwood Parkway, Hillsboro, OR 97124 and Infineon Technologies Aktiengesellschaft, München, Federal Republic of Germany

Infineon transfers a frame contract dated 23.01.2001 between [***] and Infineon Technologies AG. The transfer is planned to be effective with the Effective Date of the Sale and Transfer Agreement.

In this frame contract, the general terms and conditions are regulated for the supply of [***] devices, which are sold exclusively to [***].

TriQuint plans to continue the supply of [***] devices to [***] but will replace Infineon Chips by TriQuint chips.

Infineon is willing to continue to assemble [***] under the terms of the BACKEND FOUNDRY AGREEMENT with TriQuint chips under the following special terms and conditions:

Based on the present actual costs to Infineon for the required [***], the price for the Foundry service for [***] devices is as follows:

Price:		PAS: [*] EURO [*] per piece
		ASS: [*] EURO [*] per piece
		PAS and ASS charges are based on good devices OUT.

Notwithstanding any statement to the contrary in the Backend Foundry Agreement, or any exhibits, the following terms and conditions apply to orders of [***] devices:

Package Type:	[***]
Ordering Code:	[***]
Chip:	[***]


Capacity:		[***]
Cycle time:		[***]
Yield:		[***]
		[***]
		[***]
Minimum Lot Size: [***]

In case the actual cost to Infineon for the required leadframes changes more than + - 5% the respective assembly prices will be adjusted accordingly.

TriQuint Semiconductor, Inc.		Infineon Technologies AG

/s/ Ronald Ruebusch		/s/ Nicole Lau

		/s/ Karl Platzoeder

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

EX-2.1-8 11 a2084149zex-2_18.htm EXHIBIT 2.1.8

Exhibit 2.1.8

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

LEASE

between

Infineon Technologies Aktiengesellschaft

Mailing address: St.-Martin-Strasse 53
81541 Munich

- hereinafter called “Infineon” —

and

TriQuint GmbH

Mailing address: Balanstrasse 73
81609 Munich

- hereinafter called “Tenant” -

Recitals

1. Pursuant to the framework lease dated August 3/10, 1999, (Master Lease) and the corresponding individual leases, Siemens Real Estate (SRE), 80331 Munich, leased to Infineon Technologies AG the premises described in § 1 and § 1.1 thereof in the buildings located at Balanstrasse 73, 81541 Munich and Otto-Hahn-Ring 6, 81739 Munich.

2. Pursuant to § 15 of the Master Lease, Infineon, as tenant, has the right to sublease under certain conditions, including obtaining the prior written consent of the Landlord.

In consideration of the foregoing the parties agree as follows:

§ 1 Premises

1. Infineon leases to Tenant those portions of the buildings located at Balanstr. 73 and Otto-Hahn-Ring 6 described in attachments 1 a + 1 b (space plan) and in attachment 2 (location of premises), containing a total of 1,424 m² of usable area (HNF).

- collectively “Premises” -

2. With respect to the leasing relationship between Infineon and Tenant, the applicable provisions of the Master Lease shall apply to the extent such provisions are in accordance with this Lease and have not been modified hereby. That is, the rights and obligations that Infineon has as tenant in the Master Lease with respect to the Landlord shall inure to the benefit of and be fulfilled by Tenant with respect to the Premises as the Tenant’s own rights and obligations under this Lease.

3. Upon transfer of possession of the Premises, a transfer protocol shall be prepared and executed by both parties.

Tenant shall notify Infineon in writing of any defects in the Premises not later than two weeks following transfer of possession. The date of the transfer protocol shall be determinative for the start of such period. In the event that Tenant does not give notice of defects within this period, Tenant acknowledges that the Premises were in good condition and in accordance with the contract upon receipt of possession.

4. The leasing relationship shall give Tenant the right to access and use the common facilities and areas (such as, for example, stairwells, halls, streets, toilets, cafeteria, among others) in the buildings located at Balanstr. 73 and Otto-Hahn-Ring 6.

§ 2 Purpose of Lease

1. Tenant shall have the right to use the Premises for commercial uses. Infineon warrants that the Premises can be used for commercial purposes in the same manner and in the same scope as they have been used by Infineon itself.

2. Tenant shall only have the right to use the Premises within the context of any then-existing building law restrictions. Upon contract execution, Infineon shall notify Tenant in writing regarding the scope of the existing approvals under applicable building laws and possible modifications thereof of which Infineon has obtained knowledge.

Infineon shall also represent that, at such point in time, no further restrictions and conditions exist or have been threatened by third parties. Furthermore, Infineon shall represent that it has obtained all necessary permits (as regards both type and scope) for Infineon’s use. Tenant shall be solely responsible for the fulfillment of existing conditions or obtaining permits that are required because of a future change in the type and/or scope of use. However, Infineon shall provide assistance to Tenant in connection herewith. Infineon does not assume any liability for the granting of a permit.

3. Every change in use shall require the prior written approval of Infineon, which approval may only be denied for an important reason.

§ 3 Term, Termination

1. The leasing relationship shall begin on July 1, 2002 and shall end on Sept. 30, 2002, without the necessity of a termination notice.

2. Tenant shall be entitled to a special termination right at the end of each month and, in order to exercise the same, must give written notice thereof at least one month prior to the end of the contract.

3. Infineon will agree in writing to the September 30, 2003 Lease expiration date desired by Tenant when and if the extension of the individual leases that are contemplated and currently being negotiated with Landlord (SRE) are concluded and executed.

4. In the event the Lease expiration becomes Sept, 30, 2003, Tenant, during the time period from Oct. 1, 2002 through Sept. 30, 2003, shall have an early termination right at the end of each quarter. The early termination must be exercised by written notice to Infineon three months prior to the end of the quarter.

5. The right to extraordinary termination shall not be affected.

If the lease is terminated without notice by Infineon, Tenant shall be obligated to compensate Infineon for the damages caused thereby. In particular, until the expiration of the term set forth in paragraph 1, to the extent the Premises cannot be released, Tenant shall pay as damages an amount equal to the base rent and the additional costs that do not depend on use. In the event the Premises are released at a rental rate less than that agreed upon herein, Tenant shall pay the difference between the agreed-upon base rent and the base rent obtained.

§ 4 Rent

1.	For use of the Premises in the building located at Balanstr. 73, Tenant shall pay for 1,276 m² of office/laboratory space monthly rent in the amount of net

		Euro	[***]

	as well as the legally-required value-added tax (currently 16%)
		Euro	[***]

	Total rent	Euro	[***]

	In addition to the office space rental rate, in accordance with attachment 3, monthly costs in accordance with the II. Berechnungsverordnung (fee ordinance) as well as for operating and special costs for the building located at Balanstr. 73, shall be payable in the amount of net



		Euro	[***]

	as well as the legally-required value-added tax
	(currently 16%)	Euro	[***]

	Total costs	Euro	[***]

	For use of the Premises in the building located at Otto-Hahn-Ring 6, Tenant shall pay for 148 m² of office/laboratory space monthly rent in the amount of net

		Euro	[***]

	as well as the legally-required value-added tax
	(currently 16%)	Euro	[***]

	Total rent	Euro	[***]

In addition to the office space rental rate, in accordance with

attachment 3, monthly costs in accordance

with the II. Berechnungsverordnung (fee ordinance) as well as for

operating and special costs for the building located at Otto-Hahn-Ring 6, shall be payable in the amount of net
	Euro	[***]

As well as the legally-required value-added tax
(currently 16%)	Euro	[***]

Total costs	Euro	[***]

Therefore, the total monthly rental is:	Euro	[]*

2. Rent is due every month in advance on or before the fourth business day, and shall be transferred to the following account at no cost to Infineon.

	Account no.		[***]
	Bank connection		[***]
	Bank Identification No.		[***]
	Heading		[***]
	Purpose of use		[***]

If the Tenant defaults in the payment of the rent set forth in number 1 above, default interest shall be payable in the amount of [***]% above the applicable discount rate of the German Bundesbank, or in the amount of any legally-required interest rate, unless Tenant can prove that the damages incurred by Infineon are less. The right to seek further damages as a result of the default shall not be affected thereby.

§ 5 Services

1. To the extent that services were provided to Infineon for the Premises, Infineon shall continue to offer such services to Tenant, especially to the extent that a claim to such services can be made by employees as a result of contractual concessions, company agreements, union contracts, or legal requirements or to the extent such services must be maintained by Tenant as an employer for work safety reasons.

2. To the extent that Tenant accepts the offer of such services, the parties, in a separate agreement, shall set forth the amount to be reimbursed by Tenant therefore.

§ 6 Cosmetic Repairs

1. Tenant obligates itself to take good care of and maintain the Premises and the common facilities in accordance with normal use.

2. Any cosmetic repairs desired by Tenant in the Premises shall be performed by Tenant at its own cost and be of the same quality as existed (cleaning or renovating painting on concrete wall or masonry walls, drywalls, on heating elements, including heating pipes, or inside doors and windows).

§ 7 Liability, Insurance Obligation

1. Tenant shall be liable to Infineon for all damages that are negligently or intentionally caused by Tenant, Tenant’s employees, other agents, or third parties who come into contact with the Premises at the request of Tenant. Infineon shall be responsible for proving liability.

2. To the extent that the Premises are used exclusively by Tenant, Tenant shall notify Infineon in writing of any damages or defects that are detected. Tenant shall be responsible for any damages arising out of its breach of this notification obligation.

3. Tenant shall be responsible for ensuring any portion of the Premises that Tenant has exclusive use of. Tenant shall indemnify Infineon from any liability to third parties in connection therewith. Otherwise, Infineon shall have the insurance obligation. For commonly-used portions of the Premises, Infineon shall have the right to pass on a portion of the insurance costs in proportion to the relationship of the Premises to the total area of the building (see attachment 3).

4. Infineon shall only be liable to Tenant for damages that are negligently or intentionally caused by Infineon, Infineon’s employees, agents of Infineon, or third parties who come into contact with Premises at the request of Infineon.

§ 8 Warranty

Intentionally deleted.

§ 9 Insurance

1. Tenant covenants that, during the Lease term, it will not engage in any operational or use change in the Premises that could result in surcharges or additional premiums by the insurer.

2. Tenant shall be obligated to obtain liability insurance against the risks regulated in the contract, especially in connection with the use of hazardous materials. The amount of the liability insurance shall not be less than 1 Million Euros for personal and property damages. Tenant shall maintain such insurance during the Lease term and, upon request, shall provide evidence of the same to Infineon.

§ 10 Tenant Modifications

1. Construction modifications as well as modifications of the technical infrastructure shall only take place within Infineon’s prior written approval. No consent shall be required in order to move room dividing walls. Infineon shall only have the right to deny its consent for an important reason.

2. Prior to undertaking any construction activities, the parties shall agree in writing whether, upon expiration or termination of the Lease, such modifications shall remain or whether the Tenant must remove the same and restore the Premises to their original condition. To the extent no written agreement is reached, the Premises shall be restored to their original condition at the end of the Lease, to the extent required by Infineon.

3. Otherwise, the Tenant shall have the right, in agreement with Infineon, to place its own personal property in the Premises. With respect to such personal property Tenant shall be obligated to produce and maintain the same in good technical condition, to obtain any required permits, and to remove the same and restore the Premises to their original condition at the end of the Lease, unless the parties have agreed to the contrary in writing.

In connection with any such measures undertaken by Tenant, Tenant shall restore the structure to a good and technically-correct condition, and shall especially re-close any fire walls. Infineon shall be promptly notified of any additional demands on utility capacities connected with such measures. Any required increases in capacities undertaken by Infineon shall entitle Infineon to a corresponding increase in base rent, and the increase amount shall be determined in the context of the amount legally permitted under § 315 BGB.

If the Tenant fails to timely notify Infineon of the additional required capacities, Tenant shall have no claim against Infineon as a result of any disadvantages resulting therefrom.

4. Tenant shall have the right to put its firm signage on the Premises and shall otherwise be entitled to interior or exterior signage in the scope that is normal for the building.

Tenant shall comply with any requirements of Infineon regarding the creation, arrangement and installation of the signage. Tenant shall be solely responsible for any costs and fees incurred in connection with attaching or setting up such signage. At the end of the lease, upon Infineon’s request, Tenant, at its sole costs, shall remove these objects and restore the building or premises to its original condition.

5. Tenant shall be solely responsible for complying with legal requirements as well as obtaining construction and other permits.

§ 11 Improvements and Modifications by Landlord

Intentionally deleted.

§ 12 Infineon’s Access to the Premises

Infineon or its agents, upon prior notice, shall have the right to enter the Premises for an important reason such as, for example, suspicion of improper use or breach of the maintenance obligation, following notice of the existence of a defect in the Premises, and to read meters.

Infineon or its agents shall have the right to enter the Premises at any time if a default is threatened.

§ 13 Environmental protection, Technical Security and Workplace Security

1. Tenant shall be responsible for all of the systems it operates with respect to environmental protection and security. Tenant, taking into consideration all legal

and administrative regulations, shall be responsible for ensuring that its operations do not endanger the surroundings and environment. Upon Infineon’s request, Tenant shall at all times, even following the end of the Lease, provide information as to whether and where in the Premises or in the building water-endangering materials in the context of the Water Resource Laws were used. Likewise, upon Infineon’s request, Tenant shall provide information as to whether and where in the Premises relevant systems in the context of environmental protection were utilized, whether or where in the Premises health-endangering or other dangerous materials (poisonous, very poisonous, etc.) were used and what emissions (air, noise, discharges into the sewer system) were released.

Tenant shall immediately notify Infineon in detail regarding any occurrences that affect the safety of other tenants in the building.

Tenant shall continue to support in the same scope the BKO-organization located on site. Tenant’s special approval shall not be required for any measures that occur in the context of BKO deployments and affect the Premises.

2. Tenant shall be liable during and after conclusion of the Lease for all damages caused during the Lease term by the use of hazardous materials, especially water-endangering or ground-contaminating materials.

3. Tenant shall also be liable for contamination of ground and soil, air, ground water and buildings that is not discovered until after the subleasing relationship has ended.

4. Infineon shall have the right to obtain the opinion of an expert in order to determine any possible contamination of the ground, ground water and buildings. Infineon shall notify Tenant in writing of its intent to obtain such an opinion and shall propose an expert. In the event that Tenant does not agree to the person named as the expert, Tenant shall notify Infineon thereof within two weeks following receipt of the notice. In such event the parties shall engage the expert recommended and sworn in by the President of the Chamber of Commerce responsible for the area in which the Premises are located.

The person determined to be responsible shall bear the costs incurred in employing the expert. In the event that the responsible party cannot be determined, the parties shall each bear one-half of these costs.

5. Tenant, at its sole cost, shall be responsible for removing trash, especially hazardous trash. With respect to the Premises, no trash may be stored outside of the trash container designated for the Premises.

6. Tenant shall ensure that its and its employees’ parked vehicles do not cause any avoidable environmental consequences (for example by means of dripping oil or gas) and that no trash is brought into the Premises.

§ 14 Leasing

Tenant shall not have the right to further Lease the Premises.

§ 15 Return of Premises

1. Following conclusion of the Lease, Tenant shall be obligated to return the Premises and the common facilities to Landlord, normal wear and tear excepted.

2. For any structural modifications that were undertaken, the provisions set forth in § 11 of this contract shall apply.

To the extent that the Tenant must remove systems or take any other measures, such work shall be concluded prior to the end of the Lease.

3. To the extent that, upon return of the Premises, there are defects that Tenant is obligated to remove pursuant to this contract, Infineon, following a reasonable notice and opportunity to cure, shall have the right to correct such defects at Tenant’s expense. Any other damage claims shall not be affected thereby.

4. In addition to the restoration obligations previously set forth in this contract, Tenant, at its sole cost, shall be responsible for properly restoring any systems owned by Tenant. Such restoration work must be finished not later than the end of the contract. In the event that further additions or modifications must be performed prior to begin of the Lease, § 10, subsection 2 hereof must be complied with.

§ 16 Continuation of Use

If Tenant, following the end of the Lease, continues using the Premises, and if Infineon does not object to the same within two weeks, the Lease, contrary to the provisions of § 568 BGB, shall not be extended for an indefinite period of time.

§ 17 Sales Tax Option

Intentionally deleted

§ 18 Confidentiality

To the extent that Tenant, as a result of or in connection with transfer of the Premises, obtains knowledge of Infineon’s internal matters (for example, details of its organization or its systems) or of other confidential information and data, including technical, developmental, operational, performance, cost, know-how and experiential information (including data carriers and samples) — hereinafter collectively “Confidential Information” -, Tenant obligates itself to keep such information confidential from third parties and not to use such information for its own commercial purposes without Infineon’s prior written agreement.

This obligation does not apply to information that is generally known or that Tenant can prove it created independently or that is legally acquired from third parties.

This obligation shall also apply to Infineon with respect to Tenant’s Confidential Information.

§ 19 Requirement of Writing, Contract Modifications, Place of Performance

1. The contract parties are familiar with the special legal writing requirements set forth in §§ 566, 126 BGB. Both parties hereby obligate themselves, upon the request of the other party, to take all actions and make any declarations that are necessary to fulfil the legal writing requirement and not to terminate the Lease early by claiming that the legal writing requirement was not complied with. This shall apply not only for the conclusion of the main contract, but also for subsequent contracts, modifications and supplements.

2. Side agreements to, modifications of, and supplements to this contract must be in writing. Both parties declare that no side agreements have been reached.

3. The law of Germany shall apply exclusively to this contract. The place of performance for all obligations arising out of this contract shall be Munich.

The German version of this contract shall be binding.

§ 20 Savings Clause

In the event that one or more provisions of this contract, including the attachments hereto, is or becomes ineffective, the effectiveness of the remaining contract shall not be affected thereby. In such event the contract parties obligate themselves to replace the ineffective provision with an effective provision that comes as close as possible to the purpose and economic meaning of the ineffective provision. The parties shall proceed in the same manner in the event that, while carrying out the contract, a gap that needs to be supplemented becomes evident.

Munich, July 1, 2002

/s/ Peter Gruber			/s/ Stephanie Welty
Infineon Technologies AG			TriQuint GmbH


/s/ Robert Bruckner
Infienon Technologies AG			Tenant

Attachment 1a		Space Plan Balanstr. 73
Attachment 1b		Space Plan Otto-Hahn-Ring 6
Attachment 2		Space Plans
Attachment 3		Operating and Special Services

(Translated by:

German Translating Services, 13088 SW St. James Lane, Tigard, OR 97224

June 23, 2002)

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4.1 Buyer is obliged to buy all Products where production has been started according Section 2 based on confirmed purchase orders from Buyer, to the extent of the quantity ordered (either as dies or as finished goods).

4.1 If subsequently to the confirmation of any purchase order a Party requires an earlier or later delivery date as agreed, the Parties shall use reasonable efforts to find a mutually acceptable solution.

14. Force Majeure

21. Entirety of Agreement

(b) Price list per ordering code

(c) Seller’s VRFC at beginning of Supply Period

Exhibit 2.1.4

TRANSITION SERVICES AGREEMENT

Exhibit 2.1.5

15 Force Majeure

23. Entirety of Agreement

Schedule 2:

Backend Foundry A G R E E M E N T

Preamble

Article 1 — Definitions

Article 2 — Scope of Work

Article 3 — Delivery of DEVICES by CUSTOMER

Article 4 — Qualification Procedure

Article 5 — CUSTOMER INFORMATION, equipment and SPECIAL TOOLING

Article 6 — Quality Assurance

Article 7 — Changes of Specifications

Article 8 — Purchase Orders, Forecast

Article 9 — Delivery of CONTRACT PRODUCTS

Article 10 — Term of Delivery, Cycle Time, Default

Article 11 — Prices, Terms of Payment

Article 12 — Warranty

Article 13 — Industrial and Intellectual Property Rights

Article 14 — Confidentiality

Article 15 — Force Majeure

Article 16 — Liability

Article 17 — Termination and discontinuance of production

Article 18 — Provisions covering the time after termination

Article 19 — Miscellaneous

SUPPLIER:

CUSTOMER:

Schedule of Schedulees

Infineon Technologies Aktiengesellschaft

TriQuint GmbH