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eASIC Corp – IPO: ‘S-1/A’ on 3/4/15 – EX-10.17

On:  Wednesday, 3/4/15, at 5:16pm ET   ·   Accession #:  1193125-15-76993   ·   File #:  333-202186

Previous ‘S-1’:  ‘S-1’ on 2/19/15   ·   Next:  ‘S-1/A’ on 3/10/15   ·   Latest:  ‘S-1/A’ on 8/10/15

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/04/15  eASIC Corp                        S-1/A                  3:472K                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No.1 to Form S-1                          HTML     53K 
 2: EX-10.16    Material Contract                                   HTML     63K 
 3: EX-10.17    Material Contract                                   HTML    139K 

Exhibit 10.17

GENERAL PURCHASE AGREEMENT (GPA)

between

eASIC Corporation, a United States corporation that is incorporated in Delaware, having a tax ID# 77-0532688, and having its principal place of business at 2585 Augustine Drive, Suite 100, Santa Clara, CA 95054, United States.

and

ERICSSON AB, a limited liability company duly incorporated and existing under the laws of Sweden, with organization number 556056-6258 and having address Torshamnsgatan 23, SE-164 80 Stockholm, Sweden.

TABLE OF CONTENTS

PREAMBLE

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PREAMBLE

Whereas, Ericsson Companies develop, produce, sell and provide telecommunication systems, products and services globally.

Whereas, Seller sells, distributes and markets the Goods.

Whereas, the parties hereby enter into this Agreement in order to assure the supply of Goods for purchase by Ericsson Companies and Authorized Companies in sufficient quantities and of sufficient quality and to detail the obligations of the parties and other terms and conditions for the supply and delivery of the Goods.

Whereas, the parties acknowledge that this Agreement needs to be supplemented by one or more SPAs.

NOW, THEREFORE, the parties agree as follows.

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In case of inconsistencies, the different agreement documents will prevail in accordance with the above order, unless an explicit reference has been made in the subordinated document to the effect that a certain provision shall prevail notwithstanding certain provisions in the superior document.

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http://www.ericsson.com/ericsson/corporate responsibility/suppliers/index.shtml

http://www.ericsson.com/ericsson/corporate responsibility/suppliers/index.shtml

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Should Buyer decide to exercise a remedy in accordance with this Subarticle, Buyer shall provide Seller a written notice thereof. Seller shall reimburse Buyer promptly.

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[*].

EXCEPT AS SET OUT HEREIN, SELLER HEREBY DISCLAIMS ANY AND ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The liquidated damages may be deducted by Buyer from amounts payable to Seller with respect to the particular product in question, or may be claimed by other means

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For the avoidance of any doubt, the concept described in the foregoing paragraph, does not mean that normal deliveries shall receive lesser attention by Seller. All deliveries shall be handled professionally by Seller and in accordance with this Agreement, and Buyer expects high delivery precision regarding all deliveries.

Should the Goods have a defect which causes damage to persons or to property other than such Goods, Seller shall indemnify and hold Buyer harmless for any such damage, except to the extent such injury or damage is caused by a defective Buyer Design used for manufacture of the said Goods. However, Seller shall not be liable for any damages arising if; (i) the Goods are used in any nuclear, aviation, medical or life sustaining application, or in any other inherently dangerous applications, not including ordinary business or administrative functions associated with such applications (“Inherently Dangerous Applications”), and (ii) the relevant damage is determined to have arisen solely as a direct result of such Inherently Dangerous Applications.

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Ericsson’s and Seller’s contact persons regarding this Agreement are set out below.

Notwithstanding the preceding paragraph, Ericsson specifically reserves the right to, upon written notice to relevant Seller Company, assume, enforce, settle, and/or collect the rights and/or obligations of any Authorized Company which such Authorized Company may have under this Agreement, any SPA or any Contract against such Seller Company. Through such notice, the relevant rights and/or obligations shall be considered assigned to Ericsson.

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If a right and/or obligation is assigned to Ericsson by an Authorized Company in accordance with the preceding paragraph, the Authorized Company shall have no right and/or obligation to assume, enforce, settle or collect any such assigned rights and/or obligations.

Non-Waiver. The failure by either party to enforce any provisions of this Agreement or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

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**********************************

This Agreement has been duly signed in two (2) identical copies of which the parties have taken one (1) each.

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ERICSSON CODE OF CONDUCT

Supply chain issues in the area of corporate social responsibility are of increasing global importance                     

increasingly important role in a company’s competitiveness, profitability and ultimately shareholder value                     

In order to ensure responsible corporate governance in the areas of basic human rights, labor standards                     

management and anti-corruption in the workplace, Ericsson’s CODE OF CONDUCT was established in May                     

Ericsson has based its CODE OF CONDUCT on the United Nations Global Compact an international initiative                     

by corporations around the world to ensure accountability in the areas noted above

FOR FURTHER INFORMATION: www.ericsson.com/sustainability

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Code of Conduct *

Human Rights

We support and respect the protection of internationally proclaimed human rights. We make sure that we are not complicit in human rights abuses.

Labor Standards

FREEDOM OF ASSOCIATION

As far as any relevant laws allow, all employees are free to form and to join or not to join trade unions or similar external representative organizations and to bargain collectively.

FORCED LABOR

Forced, bonded or compulsory labor is not used and employees are free to leave their employment after reasonable notice as required by national law or contract. Employees are not required to lodge deposits of money or identity papers with their employer.

EMPLOYMENT CONDITIONS

Employees understand their employment conditions. Pay and terms are fair and reasonable, and comply at a minimum with national laws or Industry standards whichever is higher. Working hours comply with national laws and are not excessive.

CHILD LABOR

No person is employed who is below the minimum legal age for employment. Minimum age Is the age of completion of compulsory schooling, or not less than 15 years (or not less than 14 years, in countries where educational facilities are Insufficiently developed) as set out in Article 2.4 In the ILO Convention No.138 on Minimum Age.

Children are not employed for any hazardous work, or work that is Inconsistent with the child’s personal development. A child means a person below the age of 18 years, as defined In Article 1 of the United Nations Convention on the Rights of the Child. Personal development includes a child’s health or physical, mental, spiritual, moral or social development as described in the Article 32 of the United Nations Convention on the Rights of the Child.

Where a child is employed, the best Interests of the child shall be the primary consideration. Policies and programs that assist any child found to be performing child labor are contributed to, supported, or developed.

ELIMINATION OF DISCRIMINATION

Employees are treated with respect and dignity. Corporal punishment, physical or verbal abuse or other unlawful harassment and any threats or other forms of intimidation are prohibited.

All kinds of discrimination based on partiality or prejudice is prohibited such as discrimination based on race, color, sex, sexual orientation, marital status, pregnancy, parental status, religion, political opinion, nationality, ethnic background, social origin, social status, indigenous status, disability, age, union membership and any other characteristic protected by local law, as applicable.

Employees with the same qualifications, experience and performance receive equal pay for equal work with respect to their relevant comparators.

WORKING CONDITIONS

A healthy and safe working environment, and if applicable, housing facilities are provided for employees, in accordance with international standards and national laws.

Appropriate health and safety information and training is provided to employees. Safety includes e.g. clearly marked and unblocked exits, emergency exits and evacuation plans on each floor, regularly tested fire alarm and evacuation drills, first aid equipment, safe and correct handling, marking and labeling of chemicals, machinery and work processes.

The workplace, and if applicable, housing facilities, has tolerable temperature and noise level, adequate ventilation, sufficient lighting, clean toilet facilities, drinkable water and, if applicable, sanitary facilities for food storage.

Environment

Finite resources are used responsibly and carefully. Operational practices that reduce any environmental burden associated with our activities are promoted. Innovative developments in products and services that offer environmental and social benefits are supported.

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Anti-Corruption

No form of extortion and bribery, including improper offers for payments to or from employees, or organizations, is tolerated.

The Universal Declaration of Human Rights, The International Labor Organization’s Declaration of Fundamental Principles and Rights at Work, The Rio Declaration on Environment and Development and The United Nations Convention Against Corruption.

http://www.unglobalcompact.org/

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The Ericsson lists of banned and restricted substances

This directive is valid for the entire Ericsson group and is applicable for design, purchasing and manufacturing of products and packaging that Ericsson places on the market. This directive is not applicable for defense material exempted by legislation.

These lists of banned, restricted and observation substances have been compiled to meet existing and anticipated legal requirements and market demands.

Products and packaging that Ericsson places on the market, and manufacturing operations at Ericsson and supplier sites, shall comply with the requirements in the Banned, Restricted and Observation lists.

There are three lists that are applicable to products and three lists that are applicable to manufacturing operations. The lists are sub-grouped in terms of banned, restricted and observation status.

The requirements in the lists apply to substances that are intentionally added regardless of the concentration. The lists do not apply in cases where the substance is present due to natural impurities below limits specified in applicable legislation. The lists are based on existing and anticipated legal requirements and market demands, mainly from EU and in most cases also USA and Japan. The legislation listed in the banned lists are examples of applicable laws; please note that the legislation may have been amended and is not to be used as a complete list of laws applicable to the substance in question. Other environmental legislation may exist on specific markets.

Banned

The banned list documents substances that are banned for the application(s) specified in the list.

Restricted

The restricted list documents substances that shall be substituted no later than the date specified in the list.

Observation

The observation list documents substances that shall be substituted as soon as technically, economically and environmentally acceptable alternatives are available.

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The Ericsson list of banned substances (in products), 2(2)

The Ericsson list of restricted substances (in products)

The Ericsson list of banned substances (in production)

The Ericsson list of restricted substances (in production)

The Ericsson list of substances for observation (in production)

Exhibit 3 to READ-2009:192839

PRODUCT PURCHASING RIGHTS EXHIBIT

This Product Purchasing Rights Exhibit is attached to and hereby made a part of the General Purchase Agreement between Ericsson and Seller dated 18 June 2009 (hereinafter referred to as “Agreement”).

1. Upon the occurrence of the Trigger Event (as defined below), Seller shall grant to Ericsson a [*] during the Term of the Agreement to order, purchase and take delivery of the Goods and to market, sell and distribute such Goods within the permissible scope as defined in the Agreement (the “Permitted Purpose”).

2. Upon the occurrence of the Trigger Event, Seller and Ericsson will promptly meet in order to discuss what measures and commercial terms are reasonably necessary in order for Ericsson or Ericsson’s authorized sublicensees to commence exercising their purchase rights as granted pursuant to Section 1 above, including engaging in discussions with Seller’s suppliers to enact procedures that would allow delivery of Goods directly to Ericsson, or Ericsson’s authorized sublicensees. Seller will provide to Ericsson the names and points of contact for the semiconductor fabricating contractor (currently [*]) Seller has contracted to manufacture the Goods. Ericsson agrees that such information is Seller’s Confidential Information and Ericsson shall disclose such information only upon the grant of a license to Ericsson in accordance with this Exhibit and only for the Permitted Purpose, and then only to Ericsson’s employees, consultants, contractors or subcontractors with a need to know and who have executed a confidentiality agreement with Ericsson.

3 (a) If the Trigger Event occurs prior to completion of the agreement referenced in Section 3(b) below, Seller shall identify for Ericsson an individual who is knowledgeable about and trained in Seller’s supplier ordering procedures and supply chain logistics applicable to the Goods. That person will be assigned to assist Ericsson in planning and managing purchases and placing orders on behalf of Ericsson, or Ericsson’s authorized sublicensees, for the Goods with Seller’s suppliers for the Permitted Purpose, for a period of not more than [*].

(b) [*] of the date of execution of this Agreement, Seller will use commercially reasonable best efforts to enter into an agreement with a third party supplier through whom Ericsson or its designated Buyers may place orders for Goods for the Permitted Purpose if Seller is unable to do so because of the occurrence of a Trigger Event. Such agreement shall be presented to Ericsson and include all necessary licenses to enable Ericsson, or Ericsson’s authorized sublicensees, to place such orders for Goods. Provided, however, that Ericsson shall not be entitled to place such orders or otherwise purchase the Goods from or through such third party supplier except in the case that a Trigger Event has occurred, and then only in accordance with the Agreement and this Exhibit. Upon reaching the agreement with the third party supplier under this Section 3(b), Seller’s obligation under Section 3(a) shall terminate and be of no further force or effect. In case Seller has not, despite using its commercially reasonable best efforts, succeeded in reaching such an agreement within the above time period, then the Parties shall meet to discuss in good faith alternative solutions, including a possible escrow arrangement.

4 For purposes of this Exhibit, “Trigger Event” shall mean a situation where;

(a) Seller is unable to supply Goods in accordance with the terms of the Agreement due to the fact that;

(i) it enters into a bankruptcy proceeding ceases to operate, or

(ii) substantially all of its business are terminated or are discontinued, or

(iii) it is liquidated or dissolved which make it impractical for it to perform under the Agreement, or

(iv) it makes an assignment for the benefit of creditors, and such condition is not cured within [*]; or

(b) Seller, despite its ability to do so, is unwilling, and thereby fails, to supply Goods as required by the terms of the Agreement for more than [*] after the operative delivery date under a purchase order in accordance with the terms of the Agreement; or

(c) Seller is merged into or acquired by a competitor of Ericsson which, despite its ability to do so, is unwilling, and thereby fails, to supply Goods as required by the terms of the Agreement for more than [*] after the operative delivery date under a purchase order in accordance with the terms of the Agreement.

5 In the event that Ericsson, or Ericsson’s authorized sublicensees, should exercise the rights granted under this Product Purchasing Rights Exhibit to order, purchase and take delivery of Goods under the Agreement directly from Seller’s Suppliers, Ericsson agrees to pay Seller or any Seller beneficiary the difference, if any, between the unit price it was to pay Seller as agreed in any applicable SPA for the Good and the actual per unit cost Ericsson or Ericsson’s Buyer pays in total for the Good directly to Seller’s suppliers.