AMENDMENT ONE
Exhibit 10.66
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT ONE
TO
WAFER SUPPLY AGREEMENT
This Amendment Number One (the Amendment), effective as of July 20, 2005 (Amendment Date), amends the Wafer Supply Agreement effective as of May 23, 2003 (the Agreement), by and between Power Integrations, Inc. and ZMD Analog Mixed Signal Services GmbH & CoKG.
RECITALS
The parties to the Agreement hereby agree to amend the Agreement as follows:
AMENDMENT
I. On page 1, substitute the following heading for the heading beginning with This Agreement (Agreement) is made and entered into as of this 23rd day of May, 2003, and ending with (POWER INTEGRATIONS).:
This Agreement (Agreement) is made and entered into as of this 23rd day of May, 2003 (the Effective Date), by and between:
(1) | Power Integrations International, Ltd., a Cayman Islands corporation having its principal place of business at P.O. Box 219, Strathvale House, North Church Street, George Town, Grand Cayman, Cayman Islands (POWER INTEGRATIONS); |
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II. Add the following new section to Article I (Definitions):
1.23 [*] TECHNOLOGY: The technology described in all documentation listed in Exhibit D ([*] TECHNOLOGY), including [*] process technology and analog and digital libraries.
III. Add the following new Section 4.6:
4.6 POWER INTEGRATIONS will pay SUPPLIER a [*] licensee fee of [*] United States dollars (US $[*] within [*] ([*]) days of the Amendment Date, for which SUPPLIER hereby grants to POWER INTEGRATIONS a non-exclusive, irrevocable, perpetual, royalty-free, non-transferable, worldwide, right and license, under all INTELLECTUAL PROPERTY RIGHTS to use, modify, reproduce, distribute and otherwise exploit in any manner all [*] TECHNOLOGY as part of the POWER INTEGRATIONS PROCESS and any modifications thereto. Without any consent of SUPPLIER, POWER INTEGRATIONS may sublicense the foregoing license to POWER INTEGRATIONS SUBSIDIARY so long as the sublicense provides for the protection of SUPPLIERs CONFIDENTIAL INFORMATION on terms not less protective of SUPPLIERs rights than those set forth in this Agreement. SUPPLIER will promptly disclose in writing all [*] TECHNOLOGY to POWER INTEGRATIONS upon payment of such [*] license fee.
IV. Add the updated Exhibit B (PRICES), attached.
V. Add the new Exhibit D ([*] TECHNOLOGY), attached.
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
VI. The following changes are only to correct various minor clerical errors and do not change the intent or the meaning of the agreement.
In each instance in the Agreement, change SUPPLIERs to SUPPLIERS.
In Section 1.9 change POWER INTEGRATIONS, INC. to POWER INTEGRATIONS.
In Section 4.4, after may sublicense the, insert foregoing license for the.
In Section 5.1.1, delete an order and substitute a PO.
In Section 5.1.2, after The output, insert of the PILOT PRODUCTION.
In Section 5.2.1 delete an order and substitute a PO.
In Section 11.1 delete such.
In Section 12.2 (d) delete or.
In Section 12.2(e) after Agreement delete the period and add ;or.
In Section 12.2 (f) change a Disclosing Party to the disclosing party.
In the paragraph after Section 12.2(f) change:
that Recipient to that the receiving party;
the Recipient must to the receiving party must; and
to such a disclosure to to any such disclosure.
In the first line of Section 13.4 change A first to Either.
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed by their duly authorized representatives.
ZMD ANALOG MIXED SIGNAL SERVICES GMBH & COKG. | POWER INTEGRATIONS, INC. | |||||||
By: | /s/ Konrad Herre | By: | /s/ Balu Balakrishnan | |||||
Name: | KONRAD HERRE | Name: | BALU BALAKRISHNAN | |||||
Title: | GESCHÄFTSFÜHRER | Title: | C.E.O. AND PRESIDENT | |||||
POWER INTEGRATIONS INTERNATIONAL, LTD. | ||||||||
By: | /s/ John L. Tomlin | |||||||
Name: | JOHN L. TOMLIN | |||||||
Title: | PRESIDENT AND DIRECTOR |
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit B
Effective as of July 1, 2005
PRICES
[*] DC PROCESS WAFER
Price: | [*] layers | [*] |
A rebate of [*] dollars ($[*]) shall be applied to each WAFER purchased by PI until [*] ([*]) WAFERS have been accepted by PI.
Delivery times:
VOLUME PRODUCTION | [*] |
DC PROCESS ENGINEERING WAFER
Price: | Std. and non-std. run | [*] | ||
Hot run | [*] | |||
Minimum wafer lot size | [*] | |||
Delivery times: | Standard run | [*] | ||
Hot run | [*] | |||
Non-Standard run | [*] | |||
MASK TOOLING SET | ||||
Price: | [*] mask set | |||
([*][*] masks) | ||||
([*] [*] masks) | [*] | |||
Individual masks | ||||
[*] mask [*] | ||||
[*] mask [*] | ||||
Vendors: [*] |
ALL PRICES ABOVE WILL BE NEGOTIATED AND PAID IN US DOLLARS.
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Exhibit D
[*] INCH TECHNOLOGY
1. [*] Technology documentation
Documents: | Doc. Nr. | Date | ||
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Forms: | ||||
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2. [*] Design Documentation and Digital Library
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version | TechLib release | compatible AssuraRules release | compatible CellLibs release | |||
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(a) Miscellaneous Development Documents | ||
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(b) [*] Documents | ||
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
3. [*] Analog Library
Function | IR-Cell Name | Technology | Preliminary Specification | Status | Silicon | |||||
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.