Development Agreement between Tyco Submarine Systems Ltd. and Multilink Technology Corporation (September 1, 1999)
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This agreement is between Tyco Submarine Systems Ltd. (TSSL) and Multilink Technology Corporation, effective September 1, 1999. Multilink will design, develop, and manufacture custom integrated circuits and circuit boards for TSSL, following specific technical requirements and delivery schedules. The contract outlines milestones, pricing, and incentive payments for early delivery. Both parties have designated representatives and must communicate in writing. The agreement includes attached exhibits detailing the work, specifications, and schedule. Key obligations include meeting deadlines, quality standards, and production pricing terms.
EX-10.15 5 0005.txt DEVELOPMENT AGREEMENT DATED SEPTEMBER 1, 1999 Contract Number 81163-PPCG 14 March 2000 EXHIBIT 10.15 [*] DEVELOPMENT AGREEMENT BETWEEN TYCO SUBMARINE SYSTEMS LTD AND MULTILINK TECHNOLOGY CORPORATION THIS DEVELOPMENT AGREEMENT ("Agreement"), is made effective September 1, 1999 ("Effective Date") by and between Tyco Submarine Systems Ltd. having an office at Patriot's Plaza, 60 Columbia Turnpike-Building A, Morristown, New Jersey 07960 (hereinafter referred to as "TSSL"), and Multilink Technology Corporation having an office at 300 Atrium Drive, Second Floor, Somerset, NJ, 08873 (hereinafter referred to as "Supplier"). WITNESSETH WHEREAS, TSSL is in the business of designing, constructing and maintaining integrated optical fiber submarine cable systems and Supplier is in the business of designing, developing, and manufacturing integrated circuits and circuit boards; and WHEREAS, TSSL desires to engage Supplier for the design and development of custom integrated circuit(s) ("Device(s)") and board assembly (ies) ("Board(s)"); and WHEREAS, Supplier has developed design tools and design platforms (hereinafter collectively referred to as ("Supplier Products") which, along with compatible software and hardware, facilitate the design of Devices and Boards; and WHEREAS, TSSL and Supplier desire to enter into a definitive agreement for design and development services, prototypes and production pricing to be provided by Supplier. NOW, THEREFORE, TSSL and Supplier, in consideration of the mutual promises set forth herein and for other good and valuable consideration hereby agree as follows: ARTICLE 1 - STATEMENT OF WORK Supplier shall render to TSSL all the technical and manufacturing services for the design, development, prototype fabrication and test ("Work") of the Devices and the Boards as specified in the attached Exhibits. Supplier shall complete such Work within the time allowed in this Agreement, and shall meet all interim deadlines, as specified in Exhibit C. The Work shall meet all required specifications and test requirements stated herein, shall be performed in accordance with the highest standards and shall be in accordance with such requirements or restrictions as may be lawfully imposed by governmental authority. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL Proprietary 1 Contract Number 81163-PPCG 14 March 2000 ARTICLE 2 - EXHIBITS The following Exhibits have been attached hereto and are hereby incorporated by reference herein: Exhibit A - Statement of Work Exhibit B - Specifications Exhibit C - Schedule ARTICLE 3 - NOTICES Any notice or demand required to be given or made by Supplier or TSSL shall be in writing and shall be given or made by confirmed facsimile or similar communication or by certified or registered mail addressed as follows: To TSSL: Leo Redmond Tyco Submarine Systems Ltd. Room 3A-241 60 Columbia Turnpike - Bldg. A Morristown, New Jersey 07960 To Multlink: David Huff Multilink Technology Corporation 300 Atrium Drive, Second Floor Somerset, NJ 08873 ARTICLE 4 - REPRESENTATIVES TSSL's Technical Representative is [*] (Telephone [*] ), TSSL's Component Engineer is [*] (Telephone [*] ) and TSSL's Agreement Representative is [*] (Telephone [*] ), or such other persons as may be designated in writing by TSSL from time to time. Multilink's Technical Representative is [*] (Telephone [*] ), and Product Line Manager is [*] (Telephone [*] ) and Agreement Representative is [*] (Telephone [*] ), or such other persons as may be designated in writing by Multilink from time to time. ARTICLE 5 - DELIVERY SCHEDULE 5.1 The Supplier shall meet the following Milestones:
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 2 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000
The Delivery Date is defined as the date that the Supplier ships from the factory for overnight next day delivery to TSSL. The delivery dates for the prototypes are as stated in the "Required Delivery Dates" column. The date stated in the "Late Delivery Date" column will be used to determine the price reduction for late delivery in accordance with 5.2 and Article 7. 5.2 The Supplier shall be entitled to receive an Incentive Payment for the early delivery of the Prototype Sets. [*] - -------------------------------------- Early delivery is defined as meeting a delivery date of 3/21/00 for the Set for which the Supplier shall receive an incentive payment of $100,000. [*] - -------------------------------------- Early delivery is defined as meeting a delivery date of 3/24/00 for supplying the Set with the [*] having the reverse bit order and for supplying the [*] with the required bit order by 3/29/00. If the Supplier meets both these dates the Supplier will be entitled to receive a $50,000 incentive payment. If the Supplier meets a delivery date of 3/24/00 for supplying the Set with the [*] having the required bit order, the Supplier shall be entitled to a $100,000 incentive payment. ARTICLE 6 - PROTOTYPE PRICING Supplier will be paid the following unit price for each of the Prototypes delivered in accordance with Article 5: Additional Board Prototype Prices ------------------------------------ [*] $ [*] [*] $ [*] [*] $ [*] [*] $ [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 3 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 ARTICLE 7 - PRODUCTION PRICING 7.1 The Supplier has agreed to the production pricing as follows: - --------------------------------------------------------- Board/Quantity First 200* 201 - 1000** 1001 - 1500 - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- [*] [*] [*] [*] - --------------------------------------------------------- - --------------------------------------------------------- Total Set Price [*] [*] [*] - --------------------------------------------------------- *Prices are based on the 1000 piece order commitment. ** Includes First 200 The "Required Prototype Delivery Dates" are as stated in Article 5. The Production Pricing for the first quantity of 200, which includes the Models quantity, is based on the Supplier meeting the Required Prototype Delivery Dates for the first two sets of boards, with the sets of boards as defined in Article 5. If the Supplier does not meet the Required Prototype Delivery Dates for the first two sets of boards, the Production Pricing stated for the first quantity of two hundred shall be reduced on a pro-rated basis based on the number of days missed between the Required Prototype Delivery Dates for the first two sets of boards and the date of April 7, 2000, the "Late Delivery Date". Each board within a Set shall be reduced for the first quantity of two hundred (200) at the per business day rate as follows: - -------------------------------------- BOARD PRICE REDUCTION BY BOARD BY DAY - -------------------------------------- [*] [*] - -------------------------------------- [*] [*] - -------------------------------------- - -------------------------------------- [*] [*] - -------------------------------------- [*] [*] - -------------------------------------- - -------------------------------------- 7.2 The Production Pricing at the 1000 piece quantity includes a Value Engineering Investment of $400,000 by the Supplier. This investment is reflected in the reduced price that TSSL will pay for each item from the quantity of 750 to 1000 piece quantities as stated above. Should TSSL not take delivery of the quantity of 1000, then TSSL will be required to reimburse the Supplier for the prorated amount of the investment between the quantity delivered and the quantity of 1000. For example, if TSSL takes delivery of a quantity of 850, TSSL will be required to reimburse the Supplier for sixty (60) per cent of the $400,000 (1000 - 850 = 150 which is 60% of 250). The Production Pricing and Value Engineering Investment terms stated above shall be applicable to and be made a part of the Supply Agreement that will be entered into between Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 4 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 Supplier and TSSL's Exeter Manufacturing Center located in Exeter, NH, which agreement shall include the terms and conditions similar to those as stated in the current Supply Agreement. ARTICLE 8 - PERIOD OF PERFORMANCE The Supplier shall comply with the schedule for the design, development, and the fabrication and delivery of the Prototypes, which shall be completed no later than April 7, 200O. The delivery of the Models shall be made beginning June 16, 2000 through July 16, 2000. The quantities and specific delivery dates of the quantities will be mutually agreed to between the Parties, but it is expected that the quantity will be between [*] and [*] . In the event of a conflict between Article 5 Delivery Schedule and Exhibit C, Article 5 shall take precedence. ARTICLE 9 - VERSION 3 DISCUSSIONS TSSL and the Supplier will initiate discussions on Supplier's possible participation in TSSL's Version 3 HPOE Program. ARTICLE 10 - ACCEPTANCE TSSL shall have the right to evaluate all Work for compliance with the Specifications. Supplier shall provide TSSL with free access to the Work performed and the items furnished under this Agreement, for the purpose of inspection thereof. At any time during the progress of the Work, TSSL may reject any or all of the Work if the same are not in accordance with this Agreement, and shall give written notice to Supplier of such non-compliance. Supplier agrees to correct, at its expense, each error or defect (referred to herein collectively as "defect") leading to such rejection and resubmit to TSSL within seven (7) business days, or other mutually agreed upon date, after receipt of notice from TSSL of such error or defect. ARTICLE 11 - INVOICING Supplier's invoices shall be rendered upon documented completion and acceptance of a Milestone and for hardware deliveries, after delivery of the Boards provided for in this Agreement; and shall be payable net thirty (30) days from the receipt of the invoice. For all payments Supplier shall reflect the Purchase Order Number, and shall be submitted in duplicate to: TYCO Submarine Systems Ltd 100 Domain Drive Exeter, NH ###-###-#### Attn: Accounts Payable Department Supplier shall mail invoices with copies of any supporting documentation required herein. The Work shall be delivered free from all claims, liens, and charges whatsoever. TSSL Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 5 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 reserves the right to require before making payment, proof that all parties furnishing labor and materials for the work have been paid. ARTICLE 12 - PAYMENT TERMS Unless payment terms more favorable to TSSL appear on Supplier's invoice and TSSL elects to pay on such terms, invoices shall be paid in accordance with the terms stated in this Agreement, and due dates for payment of invoices shall be computed.from the date of receipt of invoice by TSSL. ARTICLE 13 - TITLE TO MATERIAL; RISK OF LOSS Unless otherwise specified herein, title and risk of loss or damage to the Work, shall remain with Supplier until the Work is accepted for delivery by TSSL at the point of origin specified herein. Notwithstanding the above, if in any case TSSL pays Supplier for any Work prior to TSSL's acceptance for delivery, title to such Work shall vest in TSSL upon payment of the applicable invoice, but risk of loss and damage shall remain with Supplier and shall pass to TSSL only upon acceptance for delivery by TSSL. Acceptance for delivery involves the acceptance for physical delivery and in no way affects acceptance of the Work with respect to conformance with the Exhibits. ARTICLE 14 - ASSIGNMENT AND SUBCONTRACTING Supplier shall not assign any right or interest under this Agreement (excepting moneys due or to become due) or delegate or subcontract any Work (except as stated herein) or other obligation to be performed or owed under this Agreement without the prior written consent of TSSL. Any attempted assignment, delegation or subcontracting in contravention of the above provisions shall be void and ineffective. Any assignment of moneys shall be void and ineffective to the extent that (1) Supplier shall not have given TSSL at least thirty (30) days prior written notice of such assignment or (2) such assignment attempts to impose upon TSSL obligations to the assignee additional to the payment of such moneys, or to preclude TSSL from dealing solely and directly with Supplier in all matters pertaining to this Agreement including the negotiation of amendments or settlements of charges due. All Work performed by Supplier's subcontractor(s) at any tier shall be deemed Work performed by Supplier. ARTICLE 15 - QUALITY SYSTEM AUDIT 15.1 If requested, Supplier agrees to permit TSSL or its agent to conduct an initial and any subsequently required on-site Quality System Audit(s) (QSA) of Supplier's Quality System at TSSL's expense. Such an audit shall assess the effectiveness and documentation of the various elements that comprise a functioning quality system which may include, but not be limited to the following elements: A) Management Responsibility B) Quality System C) Contract Review D) Design Control E) Document & Data Control TSSL Proprietary 6 Contract Number 81163-PPCG 14 March 2000 F) Purchasing G) Control of TSSL Supplied Equipment H) Equipment Identification and Traceability I) Process Control J) Inspection and Testing K) Control of Inspection, Measuring and Test Equipment L) Inspection and Test Status M) Control of Non-conforming Equipment N) Corrective Action and Preventive Action 0) Handling, Storage, Packaging, Preservation, and Delivery P) Control of Quality Records Q) Internal Quality Audits R) Training S) Servicing T) Statistical Techniques 15.2 Supplier further agrees that any deficiencies discovered in Supplier's quality system as a result of the audit(s) shall be reviewed and agreed to by Supplier. Necessary remedies shall be as agreed to by the Parties and shall be implemented to the satisfaction of all Parties. Remedies shall be implemented at no additional cost to TSSL. 15.3 Upon written request and at no additional charge, Supplier agrees to provide TSSL with a written description of its Quality Plan for the Equipment used in undersea cable systems. Said Quality Plan description shall be provided to TSSL in the English language. ARTICLE 16 - IS0 9000 16.1 TSSL is an IS0 9001: 1994 Certified Company. It is, therefore, a requirement that each Supplier and sub-Supplier to TSSL either be IS0 9000 Certified, or, if not IS0 9000 Certified, that Supplier and sub-Supplier document to TSSL that they have in place a Quality System and Quality Plan. These IS0 9000 certifications or other Quality System(s) and Quality Plan(s) must be submitted to TSSL for review and approval, prior to the issuance of any Order by TSSL for Equipment(s). Supplier and sub-Supplier must indicate their willingness to be audited by TSSL or TSSL's representative(s) for compliance with IS0 9000 or Supplier's and sub-Supplier's own Quality System(s) and Quality Plan(s). 16.2 If Supplier or sub-Supplier is IS0 9000 certified, Supplier shall, prior to or upon execution of this Agreement, provide TSSL's representative indicated below a copy of the appropriate certificate(s) of registration issued by such third party accredited registrar(s), such as the Registration and Accreditation Board (RAB-U.S.), Royal Dutch Standards Bureau (RvA) or United Kingdom Accreditation Society (UKAS). Supplier shall also maintain such certificate(s) of registration through appropriate assessments by such third party accredited registrar(s) and provide to customer's representative any applicable updated certificate(s) or notifications of failure to pass a surveillance or full registration audit. If Supplier or sub-Supplier fails, for any reason, to maintain or provide to TSSL such certificate(s) of registration as set forth above, TSSL shall have the right, and without any cost to or liability 7 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 or obligation of TSSL, to terminate this Agreement and any outstanding Orders placed under this Agreement. TSSL's representative for IS0 9000 series standards purposes is: Lowry Drinkwater TSSL 60 Columbia Turnpike-Building A Morristown, NJ 07960 USA ARTICLE 17 - CHANGES TSSL may at any time during the progress of the Work require additions to or alterations of or deductions or deviations (all hereinafter referred to as a "Change") from the Work called for by the specifications, drawings and samples. No Change shall be considered as an addition or alteration to or deduction or deviation from the Work called for by the specifications, drawings and samples nor shall Supplier be entitled to any compensation for work done pursuant to or in contemplation of a Change, unless made pursuant to a written Change Order issued by TSSL. Within five (5) days after a request for a Change, Supplier shall submit a proposal to TSSL, which includes any increases or decreases in Supplier's costs or changes in the delivery or Work schedule necessitated by the Change. TSSL shall, within ten (10) days of receipt of the proposal, either (i) accept the proposal, in which event TSSL shall issue a written Change Order directing Supplier to perform the Change or (ii) advise Supplier not to perform the Change in which event Supplier shall proceed with the original Work. ARTICLE 18 - TITLE TO MATERIAL AND LICENSES 18.1 Authorship and Copyright All right, title and interest in and to all work and work products developed or produced under this Agreement for TSSL, whether in the form of specifications, drawings, sketches, models, samples, data, computer programs, documentation or other technical or business information, and all right, title and interest in patents, copyrights, trade secrets, trademarks and other intellectual property derived from such work and work products are hereby assigned by Supplier to TSSL. To the extent that such work or work products are copyrightable, they shall be deemed to be "works made for hire" for the benefit of TSSL under the Copyright Act. 18.2 Developed Information and Mask Work Supplier agrees that Supplier will and, where applicable, will have Supplier disclose and furnish promptly to TSSL any and all technical information, computer or other apparatus programs, specifications drawings, records, documentation, works of authorship or other creative works ideas, knowledge of data, written, oral or otherwise expressed, originated or developed by Supplier or by any Supplier's employees, consultants, representatives or agents ("associates") as a result of work performed under this Agreement. TSSL Proprietary 8 Contract Number 81163-PPCG 14 March 2000 Supplier further agrees that all such Information shall be the property of TSSL, shall be kept in confidence by Supplier and Supplier's representatives, shall be used only in the performance hereunder and in the filling of Orders under any production agreement awarded by TSSL, for the manufacture of material covered under this Agreement, and may not be used for other purposes except upon such terms as may be agreed upon in writing by TSSL. 18.3 Inventions Supplier agrees that if any inventions, discoveries or improvements are conceived, first reduced to practice, made or developed in the course of, or as a result of work done under this Agreement, by Supplier or by one or more of Supplier's associates, Supplier will assign to TSSL and TSSL's associates entire right, title, and interest in and to such inventions, discoveries and improvement, and any patents that, may be granted thereon in any country of the world. 18.4 Background Information All right, title and interest in and to Background Information, as defined below, shall remain the property of Supplier. "Background Information" shall mean any information or materials previously developed or copyrighted by Supplier, and not originated or developed as part of this Agreement, and furnished as part of the deliverables hereunder. For purposes of this agreement, Background Information shall include, but not be limited to, the Supplier Products identified in Section II of the Statement of Work, titled - MULTILINK PRODUCTS. Supplier grants to TSSL an unrestricted, perpetual, non-exclusive, worldwide, royalty-free, irrevocable license under copyright, mask work rights, patents trade secrets, trade marks and other intellectual property contained in or derived from the Background Information to use, have use, to make, have made, reproduce, sublicense, sell, import, distribute and modify, in whole or in part, the deliverables and Pre-existing Information and any derivative work thereof. ARTICLE 19 - EXCLUSIVITY Supplier shall not, without the prior written consent of TSSL, sell the Devices or the Boards developed under this Agreement to any person or entities other than TSSL or an associated Tyco International company for a period of ten (10) years from the effective date of this Agreement. ARTICLE 20 - IDENTIFICATION Supplier shall not, without TSSL's prior written consent, engage in advertising, promotion or publicity related to this Agreement, or make public use of any Identification in any circumstances related to this Agreement. "Identification" means any copy or semblance of any trade name, trademark, service mark, insignia, symbol, logo, or any other product, service or organization designation, or any specification or drawing of TSSL or its affiliates, or evidence of inspection by or for any of them. Supplier shall remove or obliterate any Identification prior to any use or disposition of any material rejected or not purchased by TSSL, and, shall indemnify, defend (at TSSL's request) and save harmless TSSL and its 9 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 affiliates and each of their officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorneys' fees) arising out of Supplier's failure to so remove or obliterate. ARTICLE 21 - IMPLEADER Supplier shall not implead or bring an action against TSSL or its customers or the employees of either based on any claim by any person for personal injury or death to an employee of TSSL or its customers occurring in the course or scope of employment and that arises out of material or services furnished under this Agreement. ARTICLE 22 - INDEMNITY All persons furnished by Supplier shall be considered solely Supplier's employees or agents, and Supplier shall be responsible for payment of all unemployment, social security and other payroll taxes, including contributions when required by law. Supplier agrees to indemnify and save harmless TSSL, its affiliates, its and their customers and each of their officers, directors, employees, successors and assigns (all hereinafter referred to in this clause as "TSSL") from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the Work or services performed by Supplier or persons furnished by Supplier; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier or by any subcontractor or by reason of any injuries to such persons for which TSSL would be responsible under Workers' Compensation or similar acts if the persons were employed by TSSL; (3) any failure on the part of Supplier to satisfy all claims for labor, equipment, materials and other obligations relating directly or indirectly to the performance of the Work; or (4) any failure by Supplier to perform Supplier's obligations under this clause or the INSURANCE clause. Supplier agrees to participate in the defense of TSSL, at TSSL's request, against any such claim, demand or suit. TSSL agrees to notify Supplier within a reasonable time of any written claims or demands against TSSL for which Supplier is responsible under this clause. ARTICLE 23 - INFRINGEMENT The following terms apply to any infringement, or claim of infringement, of any patent, trademark, copyright, trade secret or other proprietary information based on the use of any Information furnished by Supplier to TSSL under this Agreement or in contemplation of this Agreement or order. Supplier shall indemnify TSSL for any loss damage, expense or liability that may result by reason of any such infrigement or claim, except where such infringement or claim arises from Supplier's adherence to specifications or drawings which TSSL requires Supplier to follow. TSSL, at its own expense, shall indemnify Supplier for any loss, damage, expense or liability that may result solely by reason of Supplier's adherence to specifications or drawings which TSSL requires Supplier to follow. TSSL Proprietary 10 Contract Number 81163-PPCG 14 March 2000 ARTICLE 24 - NON-SOLICITATION Supplier agrees not to solicit for employment, directly or indirectly, any of the Company's technical employees, which shall include any such person who has been an employee of TSSL sixty (60) days prior to the Effective Date of this Agreement and for a period of one (1) year subsequent to the delivery of the Models as required in Article 8 or termination of this Agreement. ARTICLE 25 - INSPECTION TSSL's Representatives shall at all times have access to the Work for the purpose of inspection or a Quality Review and Supplier shall provide safe and proper facilities for such purpose ARTICLE 26 - INSURANCE 26.1 Supplier shall maintain and cause Supplier's subcontractors to maintain during the term of this Agreement the following types of insurance as prescribed by the law of the state or nation in which the work is performed: Supplier will name TSSL as an additional insured with waiver of subrogation with respect to the work. All such insurance must be primary and required to respond and pay prior to any other available coverage. A) Workers' Compensation insurance; B) Employer's Liability insurance, with limits of at least U.S. $1,000,000 for each occurrence; C) Comprehensive Automobile Liability insurance if the use of motor vehicles is required, with limits of at least U.S. $5,000,000 combined single limit for bodily injury and property damage for each occurrence; D) Commercial General Liability ("CGL") insurance. The sum insured shall be no less than U.S. $5,000,000 for any one incident, unlimited in the aggregate; E) If professional services are provided, Errors and Omissions insurance in the amount of at least U.S. $5,000,000 per claim and in the aggregate should be procured and maintained for a period of at least one (1) year after completion of the Agreement; F) If there is potential environmental impact or required by State or Federal statutes, Environmental Impairment Liability (EIL or Pollution liability) insurance in the amount of U.S. $5,000,000 for each claim. 26.2 Supplier agrees that Supplier, Supplier's insurer(s) and anyone claiming by, through, under or in Supplier's behalf shall have no claim, right of action or right of subrogation against TSSL and its Customer(s) based on any loss or liability insured against under the foregoing insurance. Supplier and Supplier's subcontracts shall furnish prior to the start of work certificates or adequate proof of the foregoing insurance including, if specifically 11 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 requested by TSSL, copies of the endorsements and insurance policies. TSSL shall be notified in writing at least thirty (30) calendar days prior to cancellation of or any change in the policy. ARTICLE 27 - RELEASES VOID Neither party shall require (i) waivers or releases of any personal rights or (ii) execution of documents which conflict with the terms of this Agreement, from employees, representatives or customers of the other in connection with visits to its premises and both parties agree that no such releases, waivers or documents shall be pleaded by them or third persons in any action or proceeding. ARTICLE 28 - RIGHT OF ENTRY AND PLANT RULES Each party shall have the right to enter the premises of the other party during normal business hours with respect to the performance of this Agreement, subject to all plant rules and regulations, security regulations and procedures and US Government clearance requirements if applicable. ARTICLE 29 - SUPPLIER'S INFORMATION Supplier shall not provide under, or have provided in contemplation of, this Agreement any idea, data, program, technical, business or other intangible information, however conveyed, or any document, print, tape, disk, semiconductor memory or other information-conveying tangible article, unless Supplier has the right to do so. Any information provided by Supplier which is confidential or proprietary shall be provided in accordance with the Agreement Concerning Disclosure of Information effective 9 September 1998. ARTICLE 30 - TERMINATION TSSL may at any time terminate this Agreement for its convenience, in whole or in part, upon written notice to Supplier, for any reason whatsoever. In such case, TSSL's liability shall be limited to Milestone Payments due as of the date of termination and any additional amount due, whether engaged or incurred, for work performed up to and including the date of termination (which amount shall be substantiated with proof satisfactory to TSSL), and no further work will be rendered by Supplier. Such payment shall constitute a full and complete discharge of TSSL's obligations. In no event shall TSSL's liability exceed the price set forth in this Agreement. Upon such a termination TSSL shall pay Supplier moneys due and owing pursuant to this Article or Supplier shall refund moneys due TSSL, if any. ARTICLE 31- TOOLS AND EQUIPMENT Unless otherwise specifically provided in this Agreement, Supplier shall provide all labor, tools and equipment (the "tools") for performance of this Agreement. ARTICLE 32 - USE OF INFORMATION Any specifications, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information or data, written, oral or otherwise, owned or controlled by TSSL ("Information") furnished to or acquired by Supplier under this Agreement of order, or in comtemplation of this Agreement or order, shall remain TSSL's property. All copies of such 12 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 Information in written, graphic or other tangible form shall be returned to TSSL at its request. Unless such Information was previously known to Supplier free of any obligation to keep it confidential, or has been or is subsequently made public by TSSL or third party, it shall be kept confidential by Supplier, shall be used only in the filling of orders or in performing under this Agreement or order, and may not be used for other purposes except upon such terms as may be agreed upon between Supplier and TSSL in writing. ARTICLE 33 - WAIVER The failure of either party at any tine to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. ARTICLE 34 - WARRANTY FOR PROTOTYPES AND PREPRODUCTION Supplier warrants to TSSL and its customers that the Work furnished will be free from defects in design (except to the intent designed by TSSL), material and workmanship and will conform to and perform in accordance with the specifications, drawings and samples. In addition, if the Work contains one or more manufacturer's warranties, Supplier hereby assigns such warranties to TSSL and its customers for the full duration thereof. All warranties shall survive inspection, acceptance and payment. Work not meeting the warranties will be, at TSSL's option, adjusted or replaced by Supplier (on an overtime basis, if necessary, to avoid interference with plant operation), at no cost to TSSL and its customers. ARTICLE 35 - FORCE MAJEURE Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors ("force majeure conditions"). Notwithstanding the foregoing, Supplier's liability for loss or damage to TSSL's material in Supplier's possession or control shall not be modified by this clause. If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party, stating the nature of the force majeure condition and any action being taken to avoid or minimize its effect. The party affected by the other's delay or inability to perform may elect to: (1) suspend this Agreement or an order for the duration of the force majeure condition and (i) at its option buy, sell, obtain or furnish elsewhere material or services to be bought, sold, obtained or furnished under this Agreement or an order (unless such sale or furnishing is prohibited under this Agreement) and deduct from any commitment the quantity bought, sold, obtained or furnished or for which commitments have been made elsewhere and (ii) once the force majeure condition ceases, resume performance under this Agreement or an order with an option in the affected party to extend the period of this Agreement or order up to the length of time the force majeure condition endured and/or (2) when the delay or nonperformance continues for a period of at least fifteen (15) days, terminate, at no charge, this Agreement or an order or the part of it relating to material not already shipped, or services not already performed. Unless written notice is given within forty-five (45) days TSSL Proprietary 13 Contract Number 81163-PPCG 14 March 2000 after the affected party is notified of the force majeure condition, (1) shall be deemed selected. ARTICLE 36 - COMPLIANCE WITH LAWS Supplier and all persons furnished by Supplier shall comply at their own expense with all applicable federal, state, local and foreign laws, ordinances, regulations and codes, including those relating to the use of chlorofluorocarbons, and including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections in performance under this Agreement. Supplier agrees to indemnify, defend (at TSSL's request) and save harmless TSSL, its affiliates, its and their customers and each of their officers, directors and employees from and against any losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including reasonable attorney's fees) that arise out of or result from failure to do so. ARTICLE 37 - CHOICE OF LAW The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New Jersey excluding its choice of law rules and excluding the Convention for the International Sale of Goods. The parties agree that the provisions of the New Jersey Uniform Commercial Code apply to this Agreement and all transactions under it, including agreements and transactions relating to the furnishing of services, the lease or rental of equipment or material, and the license of software. Supplier agrees to submit to the jurisdiction of any court wherein an action is commenced against TSSL based on a claim for which Supplier has agreed to indemnify TSSL under this Agreement. ARTICLE 38 - JURISDICTION Supplier agrees that any action or legal proceeding arising out of this Agreement shall be brought only in a court of competent jurisdiction in the State of New Jersey, United States of America, and Supplier expressly submits to, and accepts the jurisdiction of, any such court in connection with such action or proceeding and Supplier further consents to the enforcement of any judgement against Supplier arising therefrom in any jurisdiction in which it has or shall have any assets. ARTICLE 39 - SURVIVAL OF OBLIGATIONS The obligations of the parties under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, including, by way of illustration only and not limitation, those in the clauses COMPLIANCE WITH LAWS, IDENTIFICATION, IMPLEADER, INDEMNITY, INFRINGEMENT, INSURANCE, RELEASES VOID, USE OF INFORMATION and WARRANTY, shall survive termination, cancellation or expiration of this Agreement. 14 TSSL Proprietary Contract Number 81163-PPCG 14 March 2000 ARTICLE 40 - ENTIRE AGREEMENT This Agreement shall incorporate the typed or written provisions on TSSL's orders issued pursuant to this Agreement and shall constitute the entire agreement between the parties with respect to the subject matter of this Agreement and the order(s) and shall not be modified or rescinded, except by a writing signed by Supplier and TSSL. All references in these terms and conditions to this Agreement or to Work, services, material, equipment, products, software or information furnished under, in performance of, pursuant to, or in contemplation of, this Agreement shall also apply to any orders issued pursuant to this Agreement. Printed provisions on the reverse side of TSSL's orders (except as specified otherwise in this Agreement) and all provisions on Supplier's forms shall be deemed deleted. Additional or different terms inserted in this Agreement by Supplier, or deletions thereto, whether by alterations, addenda, or otherwise, shall be of no force and effect, unless expressly consented to by TSSL in writing. Estimates or forecasts furnished by TSSL shall not constitute commitments. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement. The term "Work" as used in this Agreement may also be referred to as "services." AGREED: MULTILINK TECHNOLOGY CORP. TYCO SUBMARINE SYSTEMS LTD Signature /s/ Richard N. Nottenburg Signature /s/ Leo D. Redmond III ---------------------------- ---------------------------- Name Richard N. Nottenburg Name Leo D. Redmond III --------------------------------- --------------------------------- Title President and CEO Title Contracts Manager -------------------------------- -------------------------------- Date 4/28/00 Date May 2, 2000 --------------------------------- -------------------------------- 15 TSSL Proprietary EXHIBIT A AGREEMENT -- [*] DATED 26 January 2000 I. Development The following items will be developed under and for this program, in compliance with the specifications provided in Exhibit B: A. Custom [*] with input data rates from [*] (developed with Multilink-owned proprietary IC blocks) B. Custom [*] with input data rates from [*] (developed with Multilink-owned proprietary IC blocks) C. Board assembly [*] D. Board assembly [*] E. Board assembly [*] F. Board assembly [*] II. Multilink Products The following Multilink products may also be used in this project: A. MTC1204A - 9.95Gb/s CDRDMux IC B. MTC1207D - 12.25Gb/s 16:1 MuxCMU IC C. MTC1207A - 9.95Gb/s 16:1 MuxCMU IC D. MTC1206D - 12.25Gb/s 1:16 Demultiplexer IC E. MTC1205D - 12.25Gb/s 16:1 Multiplexer IC (as alternate to item B if needed) F. MTC5585D - 12.25Gb/s Clock/Data Recovery G. Active Splitter/Differentiator H. Passive Splitter I. Delay Line J. Resonant limiting Amplifier K. Dielectric Resonator Filter L. Limiting Amplifier M. 1:16 Digital DMUX N. 16:128 Demux and 128:16 gate array cells and architectural blocks Many of these products are currently under development by Multilink and may be required for the TSSL development effort. The cost associated with the development effort for these components is being funded and paid for by Multilink. III. Deliverables Multilink shall provide the following design documentation for the [*] devices: a) Final Technical Specifications b) Block Diagram and Simultation c) Schematic Design and Simultation d) Chip Layout and Tape Out e) Test Specification Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Multilink shall provide the following design documentation for each of the boards a) Final Technical Specification b) Block Diagram and Schematic c) Test Specifications Multilink will deliver working Prototypes for each Board in accordance with the Schedule. [*] initial Prototypes of each Board will be delivered based on the milestone schedule in Exhibit C. An additional [*] total prototype board sets in total, as requested by TSSL, will be provided throughout [*] on a weekly delivery basis. Prototypes and Pre-production units may be provided on an as-is basis and may not fully comply with the qualification and workmanship requirements of production units. Agreement on the configuration of the Prototypes and Pre-production units will be reached by the Parties prior to shipment if the Prototypes and Pre-production units are not in compliance with applicable Specifications, Exhibit B. Agreement on test and qualification procedures will be negotiated by the Parties. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT B SPECIFICATIONS AGREEMENT [*] SPECIFICATIONS: 1) Component Specification for [*] dated [*] 2) Component Specification for [*] dated [*] 3) Component Specification for [*] dated [*] 4) Component Specification for [*] dated [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## Component Specification for TSSL Part Number ####### [*] --------------------------------------- This document is TSSL Proprietary. Use pursuant to Company Instructions and applicable Non-Disclosure Agreements
TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 1 of 166 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] [*] - ------------------------------------------- 1. General Description 1.1. This module accepts a [*] data stream and performs the following functions . Quantization of the input signal with user controllable decision threshold . Recovers the [*] clock . Retimes the data with user controllable decision phase . Demultiplexes the data [*] to [*] then [*] to [*] to produce a parallel data word, one [*] , and [*] differential clocks 1.2. This module produces the following output signals: . Quantized replica of input data at [*] . Recovered [*] clock . Demultiplexed [*] bit wide data word . One [*] MHz differential sub-rate clock . Two [*] MHz differential low speed clocks . Alarm signal 2. Block Diagram and I/O Definitions [*] [*] TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 2 of 166 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description Din [*] input data signal Vth Decision threshold adjustment Vph Decision phase adjustment Vcc1 DC power supply Vcc2 DC power supply Vee1 DC power supply Vee2 DC power supply Removed from specs Cmon Recovered clock monitor D\\coo\\ - D\\127\\ [*] Demultiplexed data CLK1, CLK2 Differential [*] clocks CLK3 Differential [*] sub-rate clock LOC Loss of clock alarm - -------------------------------------------------------------------------------- TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 1/17/2000 Sheet 3 of 166
3. Module Specifications 3.1. DC Power
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY Sheet 4 of 166 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.2. High Speed Input Signal
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPREITARY 1/17/2000 Sheet 5 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.3. Control Inputs
Confidential matters omitted and filed separately with the securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/7/2000 Sheet 6 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.4. Low Speed Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 7 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] SSL Part Number #########
3.5. Alarms
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. * greater than Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 8 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] SSL Part Number ######### 3.6. Monitor Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. * less than Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 9 of 166 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.7. Sub-Rate Clock Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 10 of 166 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.8. Jitter Performance
3.9. Temperature Sensors
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 11 of 166 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.11. Timing Diagrams [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 12 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 3.12. Output Driver Equivalent Circuits 3.13. Output Driver Equivalent Circuits [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 13 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd [*] TSSL Part Number ######## [*] 4. Mechanical Requirements 4.1. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*] ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 14 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 4.2. Output Bit Ordering The order of the bits at the [*] outputs is affected by the fact [*] [*] Assuming that the input bit order is: [*] The de-multiplexed bits shall appear at the module's low speed output connector in the order shown in Table 10. The layout of the module's IC's, substrate and connector shall be such that [*] [*] [*] Table 10 - Output Bit Ordering - ------- D127 - ------- D111 - ------- D095 - ------- D079 - ------- D063 - ------- D047 - ------- D031 - ------- D015 - ------- ---- - ------- D014 - ------- ---- - ------- D013 - ------- ---- - ------- D012 - ------- ---- - ------- D011 - ------- ---- - ------- DO10 - ------- ---- - ------- D009 - ------- ---- - ------- D008 - ------- ---- - ------- D007 - ------- ---- - ------- D006 - ------- ---- - ------- D005 - ------- ---- - ------- D004 - ------- ---- - ------- D003 - ------- ---- - ------- D002 - ------- D113 - ------- D097 - ------- D081 - ------- D065 - ------- D049 - ------- D033 - ------- D017 - ------- D001 - ------- D112 - ------- D096 - ------- D080 - ------- D064 - ------- D048 - ------- D032 - ------- D016 - ------- D000 - ------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 15 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 16 of 166 1/17/2000 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number ######## [*] =Component Specification for TSSL Part Number ####### [*] ____________________________________ This document is TSSL Proprietary. Use pursuant to Company Instructions and applicable Non-Disclosure Agreements Revision History - -------------------------------------------------------------------------------- Issue # Date Author Reason for Re-issue - -------------------------------------------------------------------------------- 1 [*] [*] Initial Release - -------------------------------------------------------------------------------- 2 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 3 [*] [*] Spec. negotiation - -------------------------------------------------------------------------------- 4 [*] [*] Module drawing updated Specs for (volts)gain Updated low speed logic levels - -------------------------------------------------------------------------------- 5 [*] [*] Modified specs on low speed clock, data, and alarm outputs Moved sub-rate clock outputs from SMB connectors to parallel connector Removed (volts)gain - -------------------------------------------------------------------------------- 6 [*] [*] Added +5 (volts) supply. Reduced run length tolerance to [*] Changed levels & impedance of low speed data Changed levels & impedance of low speed clocks Changed impedance of alarm outputs Changed rise/fall times of low speed clocks Changed impedance of alarm outputs Changed CLK3 over/under shoot to 10% Spec'd CLK3 output impedance Spec'd temperature sensors Removed LOC Spec'd connector type Spec'd module thickness - -------------------------------------------------------------------------------- 7 [*] [*] Changes in Bold Red - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 1 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number ######## [*] - -------------------------------------------------------------------------------- [*] Removed Specs in Bold Black Striketrough - -------------------------------------------------------------------------------- TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 2 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ####### [*] - ---------------------------------------------- 1. General Description 1.1. This module accepts a [*] data stream and performs the following functions . Recovers the [*] clock . Quantizes and retimes input data with the recovered clock optimally phase aligned in data eye . Demultiplexes the data [*] to produce a parallel data word, [*] , and [*] differential clocks 1.2. The module produces the following output signals: . [*] data word . [*] low speed clocks . [*] sub-rate clock . LOS Alarm signal 2. Block Diagram and I/O Definitions [*] [*] TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 3 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ####### [*] - ---------------------------------------------- - ------------------------------------------------------------------------------ Table 1-I/0 Signal Descriptions Signal Description Din [*] input data signal (Volts)cc1 DC power supply (Volts)cc2 DC power supply (Volts)ee1 DC power supply Removed from specs D\\000\\ - D\\127\\ [*] Demultiplexed data CLK1, CLK2 Differential [*] clocks CLK3 Differential [*] sub-rate clock LOS Loss of signal alarm (Volts)th Decisions threshold adjustment - ------------------------------------------------------------------------------ TSSL PROPRIETARY Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 Sheet 4 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3. Module Specifications 3.3. DC Power
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 5 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######### 3.4. High Speed Input Signal
** greater than Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 6 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.5 High Speed Input Signal
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 7 of 16 Tyco Submarine Systems, Ltd Issuer 7 [*] TSSL Part Number ######## 3.6. Low Speed Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omission. TSSL PROPRIETARY Issue 7 Sheet 8 of 16 1/17/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ########
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 9 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.8. Sub-Rate Clock Outputs
3.9. Jitter Performance
Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 10 of 16 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Tyco Submarine Systems, Ltd Issue7 [*] TSSL Part Number ######## 3.10. Temperature Sensors
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 11 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.12 Timing Diagrams [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 12 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 3.13. Output Driver Equivalent Circuits [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 13 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4. Mechanical Requirements 4.14. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the [*] through [*] impedance controlled). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 14 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4.15. Output Bit Ordering The order of the bits at the [*] outputs is affected by the fact that [*] [*] .Assuming that the input bit order is: [*] The de-multiplexed bits shall appear at the module's low speed output connector in the order shown in Table 10. The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that [*] [*] Table 10- Output Bit Ordering --------- D127 --------- D111 --------- D095 --------- D079 --------- D063 --------- D047 --------- D031 --------- D015 --------- ---- --------- D014 --------- ---- --------- D013 --------- ---- --------- D012 --------- ---- --------- D011 --------- ---- --------- D010 --------- ---- --------- D009 --------- ---- --------- D008 --------- ---- --------- D007 --------- ---- --------- D006 --------- ---- --------- D005 --------- ---- --------- D004 --------- ---- --------- D003 --------- ---- --------- D002 --------- D113 --------- D097 --------- D081 --------- D065 --------- D049 --------- D033 --------- D017 --------- D001 --------- D112 --------- D096 --------- D080 --------- D064 --------- D048 --------- D032 --------- D016 --------- D000 --------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 15 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number ######## 4.16. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.17. Product Marking TBD --- 5. Product Documentation 5.18. Test Results TBD --- 5.19. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/17/2000 Sheet 16 of 16 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] Component Specification for TSSL Part Number [*] [*] ___________________________ This document is TSSL Proprietary Use pursuant to Company Instructions and applicable Non-Disclosure Agreements
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 1 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] [*] - ----------------------- 1. General Description. 1.1. This module accepts [*] differential clock at [*] . It performs the following functions: . Uses the input clock as a reference to synthesize a [*] clock . Multiplexes the input data [*] to produce [*] [*] . Uses the [*] clock as a reference to synthesize a [*] clock . Multiplexes the internal rails [*] to produce a [*] 1.2. The module produces the following output signals: . [*] output signal . [*] output clock . [*] differential sub-rate clock . [*] alarm signals 2. Block Diagrams and I/O Definitions [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 2 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description D\\000\\-- D\\127\\ [*] input data Vth_data Input data threshold adjustment Clk_in, Clk_in_b Differential [*] input clock Vcc1 DC power supply Vcc2 DC power supply Vee1 DC power supply Vee2 DC power supply Data Differential [*] output signal Clk1 [*] output clock Clk3, Clk3_b Differential [*] sub-rate clock LOC1 Loss of input reference clock alarm-active high LOC2 Loss of [*] VCO output alarm-active high LOC3 Loss of PLL lock in [*] alarm-active high Vterm_clk Clock signal termination voltage - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 Sheet 3 of 15 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3. Module Specifications 3.1. DC Power
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 4 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.2. Data Inputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 5 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.3. Clock Inputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 6 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.4. Input Timing
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 7 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.5. High Speed Data Output
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 8 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.6. High Speed Clock Outputs
3.7. Temperature Sensors - -------------------------------------------------------------------------------- Table 8 - Temperature Sensor Specifications - -------------------------------------------------------------------------------- Temp Sensor #1 [*] - -------------------------------------------------------------------------------- Temp Sensor #2 [*] - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 9 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.8.High Speed Output Timing
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 10 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.9. Sub-Rate Clock Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 11 of 15 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 3.11. Alarm Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 12 of 15 Tyco Submarine Systems, Ltd Issue 7 TSSL Part Number [*] [*] 4. Mechanical Requirements 4.1 Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*]. ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 13 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.2. Input Bit Ordering The required bit order at the [*] inputs is affected by the fact that the input bit stream is first multiplexed [*] [*]. Assuming that the desired output bit order ( [*] ) is: [*] The bits shall appear at the module's low speed parallel data inputs in the order shown in Table 13. The Clk_in and Clk_in_b signals appear in the middle of this field between bits [*] . The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that the required bit order can be transported from the FEC circuitry to the MUX/CMU module via a single layer PWB without crossovers. Table 13 - Input Bit Ordering - ---------- D000 - ---------- D016 - ---------- D032 - ---------- D048 - ---------- D064 - ---------- D080 - ---------- D096 - ---------- D112 - ---------- D001 - ---------- D017 - ---------- D033 - ---------- D049 - ---------- D065 - ---------- D081 - ---------- D097 - ---------- D113 - ---------- D002 - ---------- ---- - ---------- D003 - ---------- ---- - ---------- D004 - ---------- ---- - ---------- D005 - ---------- ---- - ---------- D006 - ---------- ---- - ---------- D007 - ---------- ---- - ---------- D119 - ---------- Clk_in_b - ---------- Clk_in - ---------- D008 - ---------- ---- - ---------- D009 - ---------- ---- - ---------- D010 - ---------- ---- - ---------- D011 - ---------- ---- - ---------- D012 - ---------- ---- - ---------- D013 - ---------- ---- - ---------- D014 - ---------- ---- - ---------- D015 - ---------- D031 - ---------- D047 - ---------- D063 - ---------- D079 - ---------- D095 - ---------- D111 - ---------- D127 - ---------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 14 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's bottom plate that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 15 of 15 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] Component Specification for [*] [*] ---------------------------------- This document is TSSL Proprietary. Use pursuant to Company instructions and applicable Non-Disclosure Agreements Revision History
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 1 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] [*] - ---------------------------------------- 1. General Description 1.1. This module accepts [*] each and one differential clock at [*] . It performs the following functions: . Uses the input clock as reference to synthesize a [*] clock . Multiplexes the input data [*] [*] . Uses the [*] [*] . Multiplexes the internal rails [*] signal 1.2. The module produces the following output signals: . [*] output signal . [*] differential sub-rate clock . [*] alarm signals 2. Block Diagram and I/O Definitions [*] [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 2 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] - -------------------------------------------------------------------------------- Table 1 - I/O Signal Descriptions Signal Description D\\QOO\\ - D\\127\\ [*] input data (volts)th_data Input data threshold adjustment Clk_in, Clk_in_b Differential [*] input clock (volts)cc1 DC power supply (volts)cc2 DC power supply (volts)ee1 DC power supply (volts)ee2 DC power supply Data Differential [*] output signal Clk3, Clk_b Differential [*] sub-rate clock LOC1 Loss of input reference clock alarm - active high LOC2 Loss of [*] VCO output alarm - active high LOC3 Loss of PLL lock in [*] alarm - active high (volts)term_clk Clock input termination voltage - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 3 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3. Module Specifications 3.1. DC Power
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 4 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.2. Data Inputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 5 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.3. Clock inputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSI PROPRIETARY Sheet 6 of 14 1/19/2000 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.4. Input Timing
[*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 7 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.5. High Speed Data Output
** = (less than or equals to) Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 8 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.6. Temperature Sensors - -------------------------------------------------------------------------------- Table 7 -- Temperature Sensor Specifications - -------------------------------------------------------------------------------- Temp Sensor #1 [*] - -------------------------------------------------------------------------------- Temp Sensor #2 [*] - -------------------------------------------------------------------------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 9 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.7. Sub-Rate Clock Outputs
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSI PROPRIETARY Issue 7 1/19/2000 Sheet 10 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 3.9. Alarm Outputs
Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. TSSL PROPRIETARY Issue 7 1/19/2000 Sheet 11 of 14 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 4. Mechanical Requirements 4.1. Module I/O Placement The sub-rate clocks and all low speed signals (data, clock, control, power) shall be connected to the module through [*] [*] ). Figure 4 shows a rough diagram of the module I/O layout. For exact details, see the appropriate mechanical drawing. [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 12 of 14 Issue 7 Tyco Submarine Systems, Ltd TSSL Part Number [*] [*] 4.2. Input Bit Ordering The required bit order at the [*] inputs is affected by the fact that [*] [*] . Assuming that the desired output bit order (at [*] ) is: [*] The bits shall appear at the module's low speed parallel data inputs in the order shown in Table 13. The Clk_in and Clk_in_b signals appear in the middle of this field between bits D\\119\\ and D\\008\\. The layout of the module's IC's, substrate and connector shall be such that all of the low speed data signals are located as shown in figure 4. This assures that the required bit order can be transported from the FEC circuitry to the MUX/CMU module via a single layer PWB without crossovers. Table 13 -- Input Bit Ordering - ----------------- D000 - ----------------- D016 - ----------------- D032 - ----------------- D048 - ----------------- D064 - ----------------- D080 - ----------------- D096 - ----------------- D112 - ----------------- D001 - ----------------- D017 - ----------------- D033 - ----------------- D049 - ----------------- D065 - ----------------- D081 - ----------------- D097 - ----------------- D113 - ----------------- D002 - ----------------- - ---- - ----------------- D003 - ----------------- - ---- - ----------------- D004 - ----------------- - ---- - ----------------- D005 - ----------------- - ---- - ----------------- D006 - ----------------- - ---- - ----------------- D007 - ----------------- - ---- - ----------------- D119 - ----------------- Clk_in_b - ----------------- Clk_in - ----------------- D008 - ----------------- - ---- - ----------------- D009 - ----------------- - ---- - ----------------- D010 - ----------------- - ---- - ----------------- D011 - ----------------- - ---- - ----------------- D012 - ----------------- - ---- - ----------------- D013 - ----------------- - ---- - ----------------- D014 - ----------------- - ---- - ----------------- D015 - ----------------- D031 - ----------------- D047 - ----------------- D063 - ----------------- D079 - ----------------- D095 - ----------------- D111 - ----------------- D127 - ----------------- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 13 of 14 Tyco Submarine Systems, Ltd Issue 7 [*] TSSL Part Number [*] 4.3. Thermal Management The primary heat removal method shall be conduction through the module's base plate (non-component side) that will be attached to an appropriate heat sink. 4.4. Product Marking TBD --- 5. Product Documentation 5.1. Test Results TBD --- 5.2. Warranty Information TBD --- Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Issue 7 TSSL PROPRIETARY 1/19/2000 Sheet 14 of 14 EXHIBIT C SCHEDULE AGREEMENT [*] Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
