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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/17/10 Netlist Inc 10-Q 4/03/10 15:1.8M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 637K 2: EX-10.1 Material Contract HTML 46K 11: EX-10.10 Material Contract HTML 90K 12: EX-10.11 Material Contract HTML 35K 3: EX-10.2 Material Contract HTML 49K 4: EX-10.3 Material Contract HTML 142K 5: EX-10.4 Material Contract HTML 26K 6: EX-10.5 Material Contract HTML 45K 7: EX-10.6 Material Contract HTML 32K 8: EX-10.7 Material Contract HTML 141K 9: EX-10.8 Material Contract HTML 43K 10: EX-10.9 Material Contract HTML 31K 13: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 16K 14: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 16K 15: EX-32 Certification per Sarbanes-Oxley Act (Section 906) HTML 12K
Exhibit 10.8
CERTAIN INFORMATION (INDICATED BY “[***]”) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Toshiba America Electronic Components, Inc. |
|
TOSHIBA |
Design and Production Agreement
Amendment #1
Netlist Inc.
This Amendment #1 (“Amendment”) to the ID ASIC Design and Production Agreement, dated July 31, 2008 (TAEC#’51N12402I25) (“Agreement”) is between Toshiba America Electronic Components, Inc., with a principal place of business at 19900 MacArthur Boulevard, Suite 400, Irvine, CA 92612 (“TAEC”) and Netlist Inc. with a place of business at 51 Discovery, Suite 150 Irvine, CA 92618 (“Customer”) and sets out the terms and conditions under which TAEC will design the product identified herein for Customer. This Amendment is effective as of the date finally executed below (“Effective Date”).
1. Project Name
ID ASIC
2. New Schedule
The parties agree to delete the contents of Section 4 of the Agreement, Schedule, and replace it with the following:
Major Project Milestones
Event |
|
Target Date/Completed |
Development PO Released |
|
[***] |
Preliminary Feasibility Study |
|
[***] |
Design Decision |
|
[***] |
Design Initiation |
|
[***] |
Package Selection Finalized |
|
[***] |
Early Database for Pipecleaning |
|
[***] |
Final Database (functionally correct) |
|
[***] |
Tapeout - Second Signoff (GDSII transfer) |
|
[***] |
Delivery of Prototypes |
|
TBD |
System compliance phase - start |
|
TBD |
System compliance phase - complete |
|
TBD |
1st Risk Production shipment |
|
TBD |
Production turnaround time: 16 working weeks.
Toshiba Confidential
Schedule is provisional.
3. New Package and Die Size Option
The parties agree to delete the contents of Section 6 of the Agreement, Package and Die Size Option, and replace it with the following:
[***]
Package |
|
Ball Pitch |
|
Body Size |
|
Substrate |
|
Die Size |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
|
[***] |
|
4. New Price
The parties agree to delete the contents of Section 8 of the Agreement, Price, and replace it with the following:
First |
|
10M pieces: |
|
US$[***] |
Next |
|
20M pieces: |
|
US$[***] |
Next |
|
20M pieces: |
|
US$[***] |
After first |
|
50M pieces: |
|
US$[***] |
Changes in die size will affect the price quoted.
The prices quoted herein for mass production are based on the assumption of adequate yield. TAEC reserves the right to adjust pricing based on mutual agreement in the event that adequate yield figures, in TAEC’s reasonable opinion, are not achieved by the start of mass production despite reasonable commercial efforts by both parties. TAEC will provide Netlist with timely data such that Netlist can reasonably assess yield.
Prices do not include and are subject to any applicable sales tax.
5. New Engineering Sample and Risk Production Pricing
The parties agree to delete Section 13.3 of the Agreement. The parties agree to delete the contents of Section 12 of the Agreement, Extra Engineering Samples, and replace it with the following:
All extra engineering samples and Risk Production parts shall be sold at US$[***]each (2X the unit price of US$[***]).
All extra engineering samples are sold as Prototypes and are subject to, without limitation, Articles 18.2 and 19.1 of the Design and Production Agreement Terms and Conditions (“Terms and Conditions”). All Risk Production parts are subject to, without limitation, Articles 18.2 and 19.2 of the Terms and Conditions. TAEC
reserves the right in its sole discretion to determine whether to accept extra engineering sample or Risk Production orders.
6. Additional Non-Recurring Engineering Charges and Payment Schedule
Customer agrees to pay additional non-recurring engineering charges of US$[***] (“Additional NRE”) to TAEC for package and design support. The Additional NRE will be due and payable as follows.
1. US$[***] upon Tapeout.
2. US$[***] upon Delivery of Prototypes together with test logs showing successful completion of the mutually agreed-upon tests.
For the avoidance of doubt, the Additional NRE payable under this Amendment is in addition to and does not replace the NRE payable under the Agreement.
7. Cancellation
Time |
|
Additional Cancellation Fee |
[***] |
|
[***]% of Additional NRE |
[***] |
|
[***]% of Additional NRE |
[***] |
|
[***]% of Additional NRE |
8. Additional Terms
Except as modified herein, all other terms and conditions of the Agreement shall remain in full force and effect per their terms.
Toshiba America Electronic Components, Inc. |
|
Netlist Inc. |
|
|
|
|
|
|
/s/ Takeshi Iwamoto |
|
/s/ Gail Itow |
Signature |
|
Signature |
|
|
|
|
|
|
Takeshi Iwamoto VP, Customer SoC & Foundry Business Unit |
|
Gail Itow, CFO |
Printed name and title |
|
Printed name and title |
|
|
|
1-28-10 |
|
1-28-10 |
Date |
|
Date |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/17/10 | 8-K | ||
For Period End: | 4/3/10 | 10-Q/A | ||
7/31/08 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Netlist Inc. 10-K 12/30/23 76:9.6M Toppan Merrill Bridge/FA 2/28/23 Netlist Inc. 10-K 12/31/22 72:9M Toppan Merrill Bridge/FA 3/01/22 Netlist Inc. 10-K 1/01/22 73:9M Toppan Merrill Bridge/FA 3/26/21 Netlist Inc. 10-K 1/02/21 78:7.7M Toppan Merrill Bridge/FA |