[XXX] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
THIS AGREEMENT (the Agreement) is made as of July 5, 2007 between Allegro MicroSystems, Inc., a Delaware corporation with its principal offices at 115 Northeast Cutoff, Worcester, Massachusetts 01615 (Allegro); and Sanken Electric Co., Ltd., a Japanese corporation with its principal offices at 3-6-3 Kitano, Niiza-shi, Saitama, Japan (Sanken).
WHEREAS, Allegro desires to sell its products in Japan and Sanken has the capability to market Allegros products in Japan; and
WHEREAS, Allegro and Sanken wish to stipulate the terms and conditions upon which Sanken will market Allegros products in Japan; and
WHEREAS, the patties wish to supersede all prior agreements or understandings conceming the distribution of Allegro products by Sanken in Japan, including without limitation that certain Purchase and Sale Agreement dated October 1, 1994.
NOW, THEREFORE, the parties hereby agree as follows:
In this Agreement, the following terms shall have the meanings set forth below:
1.1 Commencement Date means July 20, 2007.
1.2 Intellectual Property means any patent, copyright, trademark or other industrial or intellectual property right of Allegro in respect of the Products.
1.3 Products means all products produced by Allegro during the term of this Agreement, except for any products excluded from the scope of this Agreement by written agreement of the parties.
1.4 Territory means Japan.
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2.1 Appointment and Acceptance. Allegro hereby appoints Sanken as its exclusive distributor for the sale of Products in the Territory and Sanken accepts such appointment, subject to the terms and conditions of this Agreement. It is agreed that Sanken may sell Products to customers through sub-distributors in the Territory.