DISCRETE TECHNOLOGY DEVELOPMENT AGREEMENT
THIS DISCRETE TECHNOLOGY DEVELOPMENT AGREEMENT (Agreement) is entered into as of April 1, 2015 by and between Polar Semiconductor, LLC, a Delaware corporation headquartered in Bloomington, Minnesota (PSL); Sanken Electric Co., Ltd., a Japanese corporation headquartered in Saitama, Japan (Sanken). 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 of discrete semiconductor devices with the anticipation that such technology may be used by PSL to manufacture products for Sanken; and
WHEREAS, the Parties wish to stipulate the terms and conditions that will apply to such technology development.
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 a discrete device 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 a Discrete Device 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 eight (8) 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 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.
3. Staffing. In order to conduct the Development Activities, PSL will maintain an Advanced Discrete Development Group and will evaluate and install new process modules. PSL will be responsible for and will have sole discretion regarding staffing and personnel assignments required to complete PSLs portion of the Development Activities. Sanken may assign staff to these projects as agreed to by the Team, and may station employees at PSL to work on the Development Activities.