Amendment to License and Manufacturing Agreement Between Sonic Innovations, Inc. and Atmel Corporation (January 7, 2002)

Summary

This amendment updates the pricing and purchase terms between Sonic Innovations, Inc. and Atmel Corporation under their existing License and Manufacturing Agreement. Sonic Innovations agrees to purchase a minimum amount of products from Atmel over three years, with specific revenue targets for each year. The amendment also details product types, pricing structures, and forecasting requirements. If Sonic Innovations does not meet the minimum purchase amounts, they must either pay a one-time charge or order additional products. Both parties have agreed to these revised terms as of January 7, 2002.

EX-10.8 3 dex108.htm AMENDMENT TO LICENSE AND MANUFACTURING AGR. Prepared by R.R. Donnelley Financial -- Amendment to License and Manufacturing Agr.
 
Exhibit 10.8
 
Exhibit D—Pricing (January 7, 2002)
 
This exhibit sets forth a pricing agreement and supercedes Section 5.4(b) of the ‘License and Manufacturing Agreement’ dated February 20, 1997, items 8 & 9 of Exhibit A, Exhibit B and Exhibit C of that agreement.
 
 
1.
 
Sonic Innovations shall provide a Guaranteed Minimum Revenue (GMR) to Atmel by purchasing product over the following timeframe.
 
   
CY2002

 
CY 2003

 
CY2004

GMR
 
1,500K$
 
1,650K$
 
1,800K$
 
 
2.
 
Product shall consist of any mix of the following parts agreed to by both parties, and listed as ‘Products’ below.
 
 Products:  
     
[*]
 
[*]
 
 
3.
 
Pricing for the Product over the subject timeframe shall be:
 
Product
    
CY2002
    
CY2003
[*]
    
[*]
    
[*]
 









Volume Pricing
    
Up to 50k/yr
    
50k to 150k/yr
    
150k to 200k/yr
    
200k to 250k/yr









IC3 DSP & EE (Chipset)
    
[*]
    
[*]
    
[*]
    
[*]









 
Atmel agrees to negotiate a possible price reduction on [*] during the fourth quarter of CY2002.
 
 
4.
 
Sonic Innovations shall meet the GMR amounts in Item 1 on a cumulative basis. At the end of each calendar year, Atmel will examine the shipments of all products and determine if the GMR outlined in Item 1 has been met. If the GMR has not been met, Sonic Innovations will have the option of accepting a one-time charge or ordering additional product under the terms of this agreement to cover the shortfall.
 
 
5.
 
During the first week of each month Sonic Innovations will provide to Atmel a 90-day firm minimum commitment, with 25% upside allowed, net against Sonic and Sonic’s sub-contractor inventory. In addition, each month at the same time, Sonic will provide a rolling 12-month forecast of the Products listed in Item 2.
 
/s/    GREGORY N. KOSKOWICH                                                                                                  /s/ CHRIS BAUMAN



Gregory N. Koskowich
 
Chris Bauman
V.P. – R & D
 
V.P. and General Manager
Sonic Innovations, Inc.
 
Bicmos and Custom Asic Products
   
Atmel Corporation
 
[*]
 
Confidential treatment has been requested with respect to these items.
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