IC TECHNOLOGY DEVELOPMENT AGREEMENT
THIS IC TECHNOLOGY DEVELOPMENT AGREEMENT (Agreement) is entered into as of May 28, 2009 by and among Polar Semiconductor, Inc., a Delaware corporation headquartered in Bloomington, Minnesota (PSI); Sanken Electric Co., Ltd., a Japanese corporation headquartered in Saitama, Japan (Sanken); and Allegro MicroSystems, Inc., a Delaware corporation headquartered in Worcester, Massachusetts (Allegro). Such parties are singularly referred to herein as a Party and collectively referred to as Parties.
WHEREAS, the Parties may, from time to time, cooperate in the development of new technology with the anticipation that such technology may be used by PSI to manufacture products for Sanken and Allegro; and
WHEREAS, the Parties wish to stipulate the terms and conditions that will apply to such technology development; and
WHEREAS, the Parties have entered into several prior agreements concerning technology development, and wish to integrate such agreements into a single agreement that will act as a successor to the prior agreements.
NOW, THEREFORE, the Parties hereby agree as follows:
1. Development Activities. The Parties may, from time to time, agree upon certain technologies to be developed pursuant to this Agreement. In such case, the Parties will cooperate to establish an IC process road map and agree upon the process development and enhancement activities necessary to implement such road map (the Development Activities). The technology resulting from the Development Activities, together with derivatives thereof, is referred to herein as the Technology.
2. Development Team. The Parties have established an IC Process Development Steering Committee (hereinafter the Team) to agree upon and monitor the Development Activities. The Team will be comprised of an equal number of members from each Party representing both the business and technology segments of each Party. Unless otherwise agreed by the Parties, the Team will not exceed twelve (12) members. It is anticipated that the Team will meet on a quarterly basis. The technology roadmap for the Development Activities shall be based upon requirement inputs from Allegro and Sanken and shall be updated at least annually. The Team will describe the anticipated process technology required and review the progress of the Development Activities. The responsibilities of each Partys development teams to accomplish the technology roadmap activities, and the establishment, validation! and prioritization of items on the technology roadmap, will be agreed upon by the Team.