Exhibit 10.66
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
DEVELOPMENT AGREEMENT
This Development Agreement (this“Agreement”) is entered into as of May 17, 2009 (the“Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”) and Veloce Technologies, Inc., a Delaware corporation having a place of business at 20813 Stevens Creek Boulevard, Suite 100, Cupertino, CA 95014 (“Company”). As used herein, AMCC and Company are referred to herein individually as a“Party” and collectively, as the“Parties.”
Background
WHEREAS, concurrently with the execution of this Agreement, AMCC, Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of AMCC (“Merger Sub”), and Jeffrey Harrell, an individual, as representative of the stockholders of Company, are entering into an Agreement and Plan of Merger (the“Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein (the“Merger”); and
WHEREAS, concurrently with the execution of this Agreement and the Merger Agreement, AMCC, Company, certain securityholders of Company and Jeffrey Harrell, an individual, as the purchaser representative, are entering into a Securityholder Agreement (the“Securityholder Agreement”) pursuant to which such securityholders agree to certain voting provisions with respect to their shares of Company common stock, and certain restrictions on the transferability thereof, and Company agrees not to issue additional equity interests in Company except in accordance with the terms of such agreement; and
WHEREAS, the Parties desire for Company to develop for AMCC one or more PowerPC processors that meet certain specifications provided in the Merger Agreement, pursuant to the terms and conditions of this Agreement and the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:
Agreement
1. DEFINITIONS.As used in this Agreement:
1.1 “Affiliate” of a Party means any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
1.2 “AMCC Confidential Information” means any and all information related to the Project, the business of AMCC or any Affiliate of AMCC, AMCC Technology, and Work Product, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to AMCC or its Affiliates in confidence, that AMCC considers to be confidential or proprietary.
1.3 “AMCC Technology”means any Technology that is developed, acquired, or otherwise obtained by AMCC either prior to or during the term of this Agreement, other than the Work Product.
1.4 “Company Background Technology” means any Technology used by Company in connection with the performance of the Project or incorporated by Company into any Work Product, that is developed, acquired, or otherwise obtained by Company prior to the commencement of the Project.
1.5 “Company Confidential Information” means any and all information related to the business of Company or Company Background Technology, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, personnel information, financial data, and proprietary information of third parties provided to Company, that Company considers to be confidential or proprietary.
1.6 “Confidential Information” means AMCC Confidential Information or Company Confidential Information.
1.7 “Intellectual Property Rights” means all copyrights, mask work rights, moral rights, patent rights, trademark rights, trade secret rights, and any other proprietary rights of any kind in any jurisdiction.
1.8 “Project” means the development of a PowerPC processor as described in Section 2.1.
1.9 “Technology” means data, know-how, methods, processes, techniques, proprietary information, specifications, protocols, schematics, designs, diagrams, layouts, inventions (whether or not patentable), apparatuses, hardware, products, devices, algorithms, software, software code (in any form including source code and object code or executable code), user interfaces, and other forms of technology.
1.10 “Work Product”means (i) all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies.
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
2. ENGAGEMENT
2.1 Project. Company will use diligent efforts to develop a 40 nm PowerPC processor module as further described inExhibit A, which meets the specifications and the requirements provided in the Merger Agreement (as such specifications and requirements may be amended from time to time in accordance with the terms hereof, the“Design Requirements”). The Company will meet all of the milestones provided inExhibit B (the“Milestones”) by the applicable due dates specified therein.
2.2 No Subcontracting.Company will perform the Project in accordance with the terms of this Agreement. Company will not subcontract or otherwise delegate any of Company’s obligations under this Agreement, without the prior written consent of AMCC, which consent may be withheld in AMCC’s sole discretion;provided that the Company may use third-party contractors in the Company’s discretion so long as such contractors meet the requirements of Section 2.7 hereof and Company is responsible for their compliance with the applicable terms and conditions of this Agreement, including but not limited to Sections 4 and 5.5.
2.3 Facility.Company will perform the Project at […***…] in […***…], California (the“Facility”). While on […***…] Facility, Company agrees to comply with, and require its employees and agents to comply with, […***…] then-current access rules and procedures, including those procedures pertaining to safety, security, and confidentiality.
2.4 Change Orders. At any time, AMCC may propose a change to the Project (“Change Request”). As soon as reasonably practicable, but no later than thirty (30) days after receipt of the Change Request, Company and AMCC will discuss the feasibility and schedule for implementing the Change Request. No Change Request will be implemented by Company until both Parties have agreed in writing to implement such Change Request.
2.5 Cooperation.The Parties will cooperate with and assist each other in connection with the Project. Such cooperation and assistance will include, in addition to any duties or responsibilities of the Parties set forth in this Agreement, each Party providing to the other Party in a timely manner all information and materials reasonably necessary for the other Party to perform its obligations with respect to the Project.
2.6 Project Managers. Within two (2) days after the Effective Date, each Party will appoint a project manager who will serve as such Party’s primary representative for the Project (a“Project Manager”). The Project Manager for Company must be reasonably acceptable to AMCC. Company may not change its Project Manager without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Project Manager for AMCC must be reasonably acceptable to the Company. AMCC may not change its Project Manager without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 2.6, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC.
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
2.7 Employee Qualifications. Company will ensure that all employees performing the Project are highly qualified and have the requisite expertise and skill set necessary to complete the Project.
2.8 Cost. Except as provided in Sections 2.9, 3.4 and 3.6 or as set forth in the Merger Agreement, Company will be solely responsible for its own personnel who are involved in the Project, including all costs and expenses related to their employment and participation in the Project, as well as any other costs and expenses incurred in the course of performing the Project.
2.9 […***….] AMCC will be responsible for providing Company, at AMCC’s cost and expense, access and license to use (i) […***…] identified by Company and approved by AMCC in the number of licenses that are reasonably required for the development under the Project solely for purposes of performing the Project and (ii) […***…] To the extent that AMCC has the right to do so, AMCC will supply Company: (a) necessary technology information (e.g., […***…]; (b) necessary […***…] whether internally created within AMCC or supplied externally by other parties; and (c) at AMCC’s expense, […***…]. To the extent that any of the foregoing licenses are provided under a sublicense from AMCC, Company agrees that its use of the foregoing will be in a manner in accordance with the licenses granted to AMCC.
2.10 Technology Review and Project Materials. Company and AMCC will meet periodically, but no less than quarterly, to discuss the status of the Project, including the status of Milestones and to jointly perform technical review of the PowerPC processor in development. Company will cooperate with AMCC in connection with these meetings and technical review and at each such meeting provide to AMCC all materials, information and personnel that are necessary or relevant to such meetings and technical review and disclose in writing to AMCC the identities of all employees and technical consultants of Company as of such time. All documents and materials developed or created in the course of performing the Project will be subject to inspection by AMCC during normal business hours and with reasonable advance notice. The Company will store on AMCC’s network all documents, data, files, and other electronic materials created or developed in the course of performing the Project;provided that (i) AMCC shall provide the Company with an archival image of such materials within seven (7) days after AMCC completes its monthly archive of such materials and (ii) the Company shall be entitled to retain an image of such materials.
2.11 Exclusive Engagement. Except with respect to the individuals and the entity set forth onSchedule 2.11 hereof, Company agrees that, during the term of this Agreement, Company will devote all of its employees, consultants and other agents, and its resources, in performing the Project exclusively for AMCC. Company will refrain from any activity and will not enter into any agreement or make any commitment, or omit to do either of the foregoing, if such action or inaction is inconsistent or incompatible with Company’s obligations under this Agreement, including Company’s ability to perform the Project. Specifically, Company will not engage in any activities to design or develop any Technology or Intellectual Property Rights, or product, either for itself or for any third party, other than the Project.
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
2.12 Independent Company Relationship.Company’s relation to AMCC under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between AMCC, on the one hand, and any of Company or Company’s employees or agents, on the other hand. Company is not the agent of AMCC and is not authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of AMCC. Without limiting the generality of the foregoing: (i) neither Company nor any of its employees or agents is entitled to or eligible for any benefits that AMCC may make available to its employees; (ii) AMCC will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Company or any of its employees or agents; and (iii) Company is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to Company under this Agreement, and agrees to do so in a timely manner.
3. PAYMENT
3.1 Loan.In consideration for Company’s performance of the Project and other promises set forth therein, AMCC has provided Company a loan in the aggregate amount of $1.5 Million (together with any outstanding amount previously loaned by AMCC to Company, the“Loan”) in the form attached asExhibit C (“Promissory Note”). Subject to the terms set forth in the Promissory Note, AMCC will forgive repayment of up to all of the principal outstanding under the Loan, and any accrued and unpaid interest thereon.
3.2 Warrant. In consideration for Company’s performance of the Project, within ten (10) days after the Effective Date, AMCC will issue Company a warrant to purchase an aggregate of 658,000 shares of common stock of AMCC, par value $0.01 per share (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), in the form attached asExhibit D (the“Warrant”).
3.3 Quarterly Payments.In consideration for Company’s performance of the Project, during the term of this Agreement, AMCC will pay Company up to the full quarterly payment (each, a“Quarterly Payment”), for up to twelve (12) consecutive calendar quarters (each a“Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Agreement is entered into (the“Quarterly Payment Period”), subject to such shorter period provided under Section 9.4.2 in the event of a Good Faith Allegation of Breach (as defined in Section 9.4.2),provided that AMCC may deduct from each Quarterly Payment for a Calendar Quarter […***…] with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. The first Quarterly Payment hereunder shall be an amount equal to (a) $1.5 Million, plus (b) an amount equal to $1.5 Million multiplied by the quotient obtained by dividing (I) the number of days between the Effective Date and June 30, 2009, inclusive, by (II) ninety-one (91) (such amount in this clause (b), the“Stub Amount”), which shall be made on or before July 10, 2009. The second (2nd) through eleventh (11th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million, which shall be made within ten (10) days after the beginning of the applicable Calendar Quarter. The
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
twelfth (12th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million minus the Stub Amount, which shall be made within ten (10) days after the beginning of the Calendar Quarter. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year. AMCC shall have the right (upon a request by the Company), but not the obligation, to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement,provided that the total of all amounts paid by AMCC to Company pursuant to this sentence (collectively, the“Prepayment”) shall be deducted from the consideration payable by AMCC at the closing of the Merger pursuant to the Merger Agreement.
3.4 […***…] Expenses.In addition to the Quarterly Payments referenced in Section 3.3, AMCC will pay for costs associated with (i) a […***…] of each of the […***…] (each as defined in the Merger Agreement),and (ii) […***…].
3.5 Exclusivity Payment. AMCC hereby acknowledges that it is not entitled to the return of any of the Five Hundred Thousand Dollars ($500,000) “Good Faith Deposit” made by AMCC to the Company in connection with the execution of the exclusivity letter between the Parties dated as of March 23, 2009.
3.6 Expenses. AMCC will reimburse Company for any pre-approved, reasonable out-of-pocket expenses, including travel expenses, incurred by Company in the course of performing the Project.
3.7 Invoicing and Payment. For any payments required under Section 3.4 or 3.6, Company will provide AMCC an invoice for such payment, and all undisputed invoices will be paid by AMCC within thirty (30) days after receipt of the invoice. All payment to Company will be made by electronic transfer of funds to Company’s bank account as follows:
| Bank Name: | […***…] | |
| Bank Address: | […***…] | |
| ABA No.: | […***…] | |
| Account No.: | […***…] | |
| Swift Code: | […***…] | |
| Account Name: | […***…] |
3.8 Taxes.Company will be responsible for and will indemnify and hold AMCC harmless from payment of any and all taxes, fees, duties, and other governmental charges, and any related penalties and interests, arising from the payment of any fees to Company under this Agreement. The Work Product is made up of the patent, copyright, trade secret and other intangible property interests which have been conveyed, assigned, transferred and licensed from the Company to AMCC pursuant to the terms of this Agreement in order to provide AMCC all of the Company’s rights in the Work Product. The parties agree that this assignment of the Work Product from the Company to AMCC constitutes a Technology Transfer Agreement under the provisions of California Revenue and Taxation Code sections 6011(c)(10), 6012(c)(10) and California SBE Regulation 1507 (Title 18 of the California Administrative Code).
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*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
4. CONFIDENTIALITY
4.1 Confidential Information.During the term of this Agreement, Company will be provided with or have access to AMCC Confidential Information that is reasonably necessary for the Project and AMCC will be provided with or have access to Company Confidential Information related to the Project or the Work Product. All Confidential Information remains the property of the Party disclosing the information (the“Disclosing Party”). The Party receiving the Confidential Information of the Disclosing Party (the“Receiving Party”) may disclose the Confidential Information only to its employees and contractors who need to know the Confidential Information for purposes of performing under this Agreement and who are bound by the Receiving Party’s standard employee or contractor (as applicable) confidentiality agreements that are no less restrictive than this Agreement. The Receiving Party will not use the Confidential Information without the Disclosing Party’s prior written consent except in performance under this Agreement. The Receiving Party will take measures to maintain the confidentiality of the Confidential Information equivalent to those measures the Receiving Party uses to maintain the confidentiality of its own confidential information of like importance but in no event less than reasonable measures. The Receiving Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information that comes to the attention of the Receiving Party’s senior management and agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure.
4.2 Exceptions. The confidentiality obligations do not extend to Confidential Information which the Receiving Party can prove (i) becomes part of the public domain without the fault of the Receiving Party; (ii) is rightfully obtained by the Receiving Party from a third party with the right to transfer such information without obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records; or (iv) was lawfully in the possession of the Receiving Party at the time of disclosure, without restriction on disclosure, as evidenced by written records of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party as may be required by law, a court order, or a governmental agency with jurisdiction, provided that before making such a disclosure the Receiving Party first notifies the Disclosing Party promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
4.3 Return of Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party all tangible copies of Confidential Information of the Disclosing Party in the Receiving Party’s possession or control which the Receiving Party no longer has the right to possess or use and will erase from its computer systems all electronic copies thereof.
5. WORK PRODUCT
5.1 Ownership and Assignment of Work Product.Company agrees that all Work Product will be the sole and exclusive property of AMCC. All works of authorship which fall
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
within the definition of “works made for hire” under the United States Copyright Act of 1976, as amended, will be considered works made for hire and owned by AMCC. Company hereby irrevocably and unconditionally assigns to AMCC all right, title, and interest worldwide in and to the Work Product and all Intellectual Property Rights thereto. Company understands and agrees that, subject to Section 5.7 hereof, Company has no right to use the Work Product except as necessary to perform the Project for AMCC. If any Intellectual Property Rights, including moral rights, in the Work Product, cannot (as a matter of law) be assigned by Company to AMCC as provided in this Section 5.1, then (i) Company unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against AMCC with respect to such rights, and (ii) to the extent Company cannot (as a matter of law) make such waiver, Company unconditionally grants to AMCC an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.
5.2 Further Assurances. At AMCC’s request, Company will use its reasonable best efforts to cause its employees and agents to (a) cooperate with and assist AMCC, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing AMCC’s rights in the Work Product, and (b) execute and deliver to AMCC any documents deemed necessary or appropriate by AMCC in its discretion to perfect, maintain, protect, or enforce AMCC’s rights in the Work Product or otherwise carry out the purpose of this Agreement. Company hereby irrevocably designates and appoints AMCC and its duly authorized officers and agents as Company’s agent and attorney-in-fact to act for and on Company’s behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by Company, if AMCC is unable for any reason to secure Company’s signature on any document needed in connection with the actions described in this Section 5.2.
5.3 Disclosure of Inventions and Patent Filings.Within five (5) days after the Effective Date, each Party will appoint a patent coordinator (a“Patent Coordinator”) who will serve as such Party’s primary representative for identifying material inventions included in the Work Product and filing and prosecuting patent applications based on such inventions. The Patent Coordinator for Company (the“Company Patent Coordinator”) must be reasonably acceptable to AMCC. Company may not change the Company Patent Coordinator without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Patent Coordinator for AMCC (the“AMCC Patent Coordinator”) must be reasonably acceptable to the Company. AMCC may not change the AMCC Patent Coordinator without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 5.3, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC. The Company Patent Coordinator will ensure that its employees and contractors promptly disclose all inventions included in the Work Product to the Company Patent Coordinator using an invention disclosure form approved by AMCC. The Patent Coordinators of both Parties will meet on a regular basis, and no less frequently than once
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
per Calendar Quarter, to discuss all invention disclosures made by Company’s employees and contractors during the prior Calendar Quarter and which of those inventions will result in patent filings, provided that any decision regarding whether a patent application will be filed based on such invention will be made entirely by AMCC in its sole and absolute discretion. The Company Patent Coordinator will ensure that the inventors are available to meet with and otherwise cooperate with and assist AMCC and its patent counsel to promptly prepare and file the patent applications, including reviewing and providing comments on any draft application or draft response to office and to execute all inventor declarations and assignments. It is expected that each inventor may be required to spend twenty (20) or more hours in connection with the preparation and filing of each application and ten (10) or more hours in connection with the preparation and filing of each response to an office action. Company will ensure that each inventor is available to devote such time to ensure that all patent applications and responses to office actions are filed promptly. AMCC shall be responsible for all out-of-pocket expenses associated with the any patents filed in accordance with this Agreement. AMCC shall provide substantially similar invention incentives to the Company’s employees that AMCC provides its own employees.
5.4 License to Company Background Technology. If Company uses any Company Background Technology in the course of performing the Project or incorporates any Company Background Technology in any Work Product, Company unconditionally grants to AMCC a non-exclusive, perpetual, irrevocable, worldwide, transferable, fully-paid, royalty-free right and license, with the right to sublicense through multiple levels of sublicensees, under all of Company’s Intellectual Property Rights in any and all Company Background Technology (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.
5.5 Third-Party Technology. Any Technology (i) licensed or obtained by Company from any third party or (ii) which Company knows is owned by any third party or infringes any third party’s Intellectual Property Rights (including any pending patent applications) (collectively,“Third-Party Technology”) shallnot be used by Company in the performance of Project unless, such Third-Party Technology has been specifically identified and its use approved by AMCC in writing.
5.6 License to AMCC Technology.AMCC hereby grants Company a non-exclusive, non-transferable, fully-paid, royalty-free, limited right and license, without the right to sublicense, to use any AMCC Technology provided by AMCC to Company and Work Product solely for purposes of performing the Project as required under and during the term of this Agreement.
5.7 License to Work Product.Notwithstanding anything in this Agreement to the contrary, upon a final determination of AMCC’s material breach of this Agreement in accordance with Section 9.4 hereof, AMCC grants to Company a non-exclusive, perpetual,
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
worldwide, fully paid, royalty-free license under all of AMCC’s Intellectual Property Rights in the Work Product to (i) design, develop, make, have made, use, sell, offer for sale, import, or export any product and (ii) use, prepare derivative works of, reproduce, distribute, display, and perform any copyrighted materials included in the Work Product solely for purposes of designing, developing, and manufacturing any product (the“Work Product License”),provided that Company may not transfer or sublicense any of these rights, except Company may assign these rights to a third party solely in connection with the sale of all or substantially all of Company’s business and assets, whether through merger, sale of stock, sale of assets, by operation of law or otherwise. Contrary provisions notwithstanding, during the pendency of the process set forth in Section 9.4 as initiated by Company, the Work Product License granted pursuant to this Section 5.7 shall be for internal use only and may not be assigned, provided however that Company may disclose Work Product and this Section 5.7 to potential customers, acquirers and investors subject to a written obligation of confidentially as protective of the Work Product as those obligations of confidentiality set forth herein
6. DUTYTO NOTIFY. Company shall provide AMCC with prompt written notice of any material breach by Company of this Agreement after the Company becomes aware, or should reasonably have become aware, of such material breach.
7. COMPANY REPRESENTATIONSAND WARRANTIES
7.1 Representations, Warranties and Covenants of AMCC. AMCC represents, warrants and covenants to Company that:
7.1.1AMCC has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to grant the licenses granted to Company under this Agreement;
7.1.2AMCC will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;
7.1.3AMCC will manage the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to manage the Project in a timely manner; and
7.1.4To the best knowledge of AMCC, none of the AMCC Technology provided to Company, when used as permitted under this Agreement, will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party.
7.2 Representations, Warranties and Covenants of Company. Company represents, warrants and covenants to AMCC that:
7.2.1Company has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to assign the rights in the Work Product and to grant the licenses granted to AMCC under this Agreement;
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
7.2.2Company will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;
7.2.3to the best knowledge of Company, neither the performance of the Project by Company nor the use of any Work Product by AMCC will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party;
7.2.4Company will not grant, directly or indirectly, any right or interest in the Work Product to any other person;
7.2.5Company will perform the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to perform the Project in a timely manner;
7.2.6before being allowed to begin performing the Project, all individuals (including employees and agents) who contribute to or participate in the conception, creation, or development of the Work Product will have unconditionally and irrevocably assigned in writing all of their right, title and interest in and to the Work Product to Company; and
7.2.7as of the date hereof, Company knows of no facts or circumstances that would impair, limit, or delay its performance of the Project in accordance with this Agreement.
7.3 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN SECTIONS 7.1 AND 7.2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNDER THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
8. INDEMNIFICATION.
8.1 IP Indemnification by Company.Company will indemnify, defend and hold AMCC, and its Affiliates, manufacturers, distributors, and customers (collectively, the“AMCC Indemnified Parties”) harmless from and against any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses), directly or indirectly arising from Company’s breach of Section 5.5 or 7.2.3.
8.2 IP Indemnification by AMCC. AMCC will indemnify, defend, and hold Company harmless from any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from AMCC’s breach of Section 7.1.4.
8.3 Cross Indemnification. Each Party shall indemnify, defend and hold the other Party and the other Party’s Affiliates harmless from and against any demands, claims or suits by
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from (i) breach of representations or warranties by the indemnifying Party; or (ii) intentional misconduct or gross negligence by the indemnifying Party or its employees or agents in the course of performing under this Agreement.
8.4 Indemnification Conditions. A Party’s obligation to indemnify as provided in this Agreement is conditioned upon (i) the indemnified Party promptly notifying the indemnifying Party in writing within a reasonable period of time of any and all claims for which the indemnified Party is entitled to indemnification,provided, however, that any failure on the part of such indemnified Party to so notify the indemnifying Party shall not limit any of the indemnified Party’s rights to indemnification under this Section 8 except to the extent such failure materially prejudices the defense of such claim, (ii) giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations,provided, however, that if an indemnified Party reasonably determines that a conflict of interest exists in respect of such claim, such indemnified Party will have the right to employ separate counsel to represent such indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) shall be paid by such indemnifying Party, and (iii) the indemnified Party cooperating and, at the indemnifying Party’s request and expense, assisting in such defense. The indemnified Party may participate in the defense of the claim with counsel of its own choosing at its own expense, subject to the indemnifying Party’s obligation to pay the fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) pursuant to clause (ii) of this Section 8.4 in the event a conflict exists. The indemnifying Party may not settle any such claim without the indemnified Party’s prior written consent to the extent that any such settlement affects the rights or liabilities of the indemnified Party, which consent shall not be unreasonably withheld or delayed,provided, however,that indemnified Party may withhold its consent to any settlement that does not include a full general release of all the claims against all of such party’s Indemnified Parties contemplated by the demand, claim or suit from all other parties to such matter or that requires such Party or any of its Affiliates to perform any covenant or refrain from engaging in any activity.
8.5 Limitation on Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY PROVIDED IN SECTIONS 8.1, 8.2, OR 8.3 OR BREACH OF SECTION 2.11, 4, 5 or 9 BY EITHER PARTY, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING FROM ITS PERFORMANCE UNDER THIS AGREEMENT REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL […***…]
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
8.6 Termination of the Indemnification Obligations. Subject to any indemnification obligation under the Merger Agreement, either Party’s indemnification obligations under this Agreement shall terminate upon the closing of the Merger.
9. TERMAND TERMINATION
9.1 Term.This Agreement will commence on the Effective Date and, unless terminated earlier as provided in Section 9.2 or 9.3, automatically terminate upon the earlier of: (i) the closing of the Merger; or (ii) AMCC’s written notice to Company that AMCC will not acquire Company delivered pursuant to Section 7.1 of the Merger Agreement.
9.2 Termination by AMCC. AMCC may terminate this Agreement, effective immediately upon written notice to Company, in the event Company is in material breach of this Agreement, the Merger Agreement or the Securityholder Agreement. Company shall be deemed to be in material breach of this Agreementonly if: (i) except with respect to a matter subject to clause (iii) or (iv) hereof, Company refuses to perform any of its obligations under this Agreement, which failure is not cured within fifteen (15) days after the Company has received written notice of such failure, (ii) Company fails to strictly meet any of the Milestones by the applicable due date, which failure is not cured within ninety (90) days after the Company has received written notice of such failure, (iii) any breach of the first or third sentence of Section 2.11, provided that, in the event such breach under this clause (iii) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure; or (iv) Company breaches any of its obligations under this Agreement relating to AMCC Confidential Information or Intellectual Property Rights of AMCC or otherwise violates any Intellectual Property Rights of AMCC, provided that, in the event such breach under this clause (iv) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure.
9.3 Termination by Company.Company may terminate this Agreement, effective immediately upon written notice to AMCC, in the event AMCC is in material breach of this Agreement or the Merger Agreement. AMCC shall be deemed to be in material breach of this Agreementonly ifAMCC refuses or fails to make the Loan, issue the Warrant or pay any undisputed payment obligation under this Agreement, which failure is not cured within thirty (30) days after AMCC has received written notice of such failure.
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
9.4 Effects of Termination.
9.4.1Upon termination of this Agreement for any reason or earlier as requested by AMCC, Company will deliver to AMCC any and all documents, prototypes, samples, and other materials (including all copies thereof) in Company’s possession or control that contain, summarize, or disclose any Work Product (in whatever stage of development or completion) or any AMCC Technology provided by or on behalf of AMCC to Company.
9.4.2In the event of the Company’s written allegation, made to AMCC in good faith, that (Y) AMCC is in material breach of its obligations under this Agreement and failed to timely cure such breach within the time period(s) provided herein, or (Z) AMCC has failed to acquire the Company in breach of AMCC’s obligation under the Merger Agreement (either event, a“Good Faith Allegation of Breach”): (i) during the first ten (10) Calendar Quarters in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payments in accordance with the schedule in Section 3.3 hereof for up to the two (2) Calendar Quarters immediately following the Calendar Quarter in which the Good Faith Allegation of Breach occurs; (ii) in the eleventh (11th) Calendar Quarter in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payment in accordance with the schedule in Section 3.3 hereof for up to the last Calendar Quarter in the Quarterly Payment Period and shall make a payment of up to […***…] to Company for the first Calendar Quarter immediately following the Quarterly Payment Period within ten (10) days after the beginning of such Calendar Quarter; and (iii) in the twelfth (12th) Calendar Quarter in the Quarterly Payment Period, AMCC shall make a payment of up to […***…] to Company for each of the two (2) Calendar Quarters immediately following the Quarterly Payment Period within ten (10) days after the beginning of each such Calendar Quarter (the last day of such period in which AMCC is required to make a payment to Company pursuant to this sentence, the“Resolution Deadline”);provided that, notwithstanding the foregoing, AMCC shall not be required to make any payment to Company pursuant to this sentence at or after it is finally determined pursuant to the terms hereof that AMCC did not commit the material breach alleged by Company in the Good Faith Allegation of Breach. Provided that Company has acted in good faith and in full compliance with the procedures for resolution set forth herein, in the event the matter subject to the Good Faith Allegation of Breach has not been finally resolved pursuant to the procedures set forth in Section 9.4.4 by the Resolution Deadlinesolely as a result of the request by the arbitrator or other body selected by the parties to finally determine such matter, AMCC shall pay Company an amount of up to […***…] for the Calendar Quarter immediately following the Resolution Deadline, which payment shall be pro rated to equal (X) […***…] multiplied by (Y) (I) the number of days elapsed between the Resolution Deadline and the date it is finally determined pursuant to the terms hereof whether AMCC committed the material breach alleged by Company in the Good Faith Allegation of Breach (the“Resolution Date”) or, if the Resolution Date does not occur within such Calendar Quarter, ninety-one (91), divided by (II) ninety-one (91), which shall be payable on the Resolution Date or the end of such Calendar Quarter, as applicable. Notwithstanding anything herein to the contrary, AMCC shall not be required to make any payments to Company pursuant to Section 3.3 or this Section 9.4.2 unless during the full Calendar Quarter for which Company receives or is entitled to receive payment from AMCC, Company performs its obligations under this Agreement. In the event Company fails to perform its obligations under this Agreement during any such Calendar Quarter, Company shall promptly return the payment made by AMCC corresponding to such Calendar Quarter to AMCC in full.
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
9.4.3In the event it is finally determined in accordance with the procedures set forth in Section 9.4.4 (the date of such final determination, the“Determination Date”) that AMCC committed a material breach of its obligations under this Agreement pursuant to Section 9.3 (a“Breach”), AMCC shall, within ten (10) days following the Determination Date, pay Company […***…] (the“Breach Payment”) and the Work Product License shall become effective;provided that such Breach Payment and Work Product License are in addition to the rights and remedies provided to Company in this Agreement (at law or in equity). In the event the amount of the final award to be delivered by AMCC to Company, or the dollar amount equivalent of the obligation incurred by AMCC in order to comply with a remedy of specific performance (as reasonably determined by AMCC), for such Breach (the“Final Award”) exceeds the amount of the Breach Payment, such Final Award shall be reduced by the full amount of the Breach Payment. In the event that such Final Award is less than the amount of the Breach Payment, Company shall either (I) pay AMCC the amount equal to the Breach Payment less the Final Award within fifteen (15) days following the date of determination of the Final Award, or (II) grant AMCC a non-exclusive, perpetual, worldwide, fully paid, royalty-free license under all of Company’s Intellectual Property Rights in all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies, in each case developed on or after the Determination Date.
9.4.4 Arbitration.
(a)Either Party may elect fast-track arbitration with respect to whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement. Such arbitration shall be conducted pursuant to an arbitration procedure under which the Parties shall jointly select within fifteen (15) days of the Demand (as defined below) an independent arbitrator with the relevant industry and technical background but with no prior, existing or potential business relationship with either Party or an entity controlled by, controlling or under common control with either Party. If for whatever reason the Parties cannot mutually agree on an independent arbitrator within fifteen (15) days, Judicial Arbitration Mediation Services shall appoint an arbitrator it deems to have reasonable relevant industry and technical background. The location of such arbitration shall be in the County of Santa Clara, California or as otherwise mutually agreed upon by the Parties. Upon the request of either Party, the arbitrator will hear each Party’s presentation within forty-five (45) days of such selection. The arbitrator will rule within thirty (30) days following the conclusion of such presentation by the Parties.
(b)Such arbitration shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association, as such rules shall be in effect on the date of delivery of a written demand for arbitration (“Demand”), except to the extent that such rules are inconsistent with the provisions set forth in this Agreement.
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
(c)Any award by the arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the decision. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. The Parties agree that the existence, conduct and content of any arbitration shall be kept confidential and no Party shall disclose to any person any information about such arbitration, except as may be required by law, including but not limited to applicable rules and regulations of the Securities and Exchange Commission, or by any governmental authority or for financial reporting purposes in each Party’s financial statements and except in court proceedings to enforce this arbitration provision or any award hereunder or to obtain interim relief.
(d)Each Party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case. The remaining costs of the arbitration, including without limitation, fees of the arbitrator, costs of records or transcripts and administrative fees shall be borne equally by the Parties.
(e)The arbitrator’s role shall be limited to determining whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement.
(f) Notwithstanding the dispute resolution procedure set forth in this Section, any Party may apply to a court as set forth in Section 10.1 to enforce the agreement to arbitrate.
9.5 Survival. Sections 1, 4, 5.1, 5.2, 5.3 (solely with respect to inventions made during the term of the Agreement), 5.4, 5.5, 5.7, 7, 8, 9.4, 9.5 and 10 will survive any termination or expiration of this Agreement. In addition, to the extent any defined terms herein are incorporated by reference into the Merger Agreement, such terms shall survive until the termination of the Merger Agreement (after giving effect to any survival provisions set forth therein).
10. GENERAL PROVISIONS
10.1 Governing Law; Venue; Consent to Jurisdiction.
10.1.1This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).
10.1.2Subject to the provisions of Section 9.4, any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement (each a“Legal Proceeding”) shall be brought or otherwise commenced exclusively in any state or federal court located in the County of Santa Clara, State of California. Each Party:
(a)expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Santa Clara, State of California (and each appellate court located in the State of California), in connection with any Legal Proceeding;
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
(b)agrees that service of any process, summons, notice or document by U.S. mail addressed to such Party at the address contemplated under Section 10.5 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding;
(c)agrees that each state and federal court located in the County of Santa Clara, State of California, shall be deemed to be a convenient forum; and
(d)agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any state or federal court located in the County of Santa Clara, State of California, any claim by either AMCC or Company that it is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.
10.2 Nonsolicitation; No Hire. From the date of this Agreement until the earlier to occur of the closing of the Merger and the […***…] of the date of termination of this Agreement (the“Applicable Period”), neither Party will directly or indirectly encourage or solicit any employee or consultant to leave the employ of the other without the other Party’s prior written consent. During the Applicable Period, AMCC shall not hire any employee or technical consultant (or former employee or technical consultant) of Company except for such current or former employees or technical consultants of Company who provided services to AMCC in any capacity on or after the date that is […***…]. During the Applicable Period, Company shall not hire any employee or technical consultant (or former employee or technical consultant) of AMCC except for (a) such current or former employees or technical consultants of AMCC who provided services to Company in any capacity on or after the date of incorporation of Company and (b) such individuals set forth onSchedule 10.2 hereof.
10.3 Severability. In the event that any provision of this Agreement, or the application of any such provision to any person or entity or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
10.4 No Assignment. This Agreement and Company’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Company without AMCC’s express prior written consent. AMCC may assign this Agreement to an Affiliate or to a third party in connection with the sale of all or substantially all of AMCC’s business and assets relating to this Agreement, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
10.5 Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the fax number or address listed on the signature page by fax, courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized overnight carrier. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
10.6 Remedies. Each Party’s remedies for any breach of this Agreement by the other Party will include damages, injunctive relief, specific performance, and restitution. Each Party acknowledges that any breach of this Agreement by the other Party would cause irreparable injury to such Party for which monetary damages would not be an adequate remedy and, therefore, such Party will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each Party in this Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.
10.7 Waiver. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.8 Entire Agreement; Amendments. This Agreement, the Merger Agreement and the Securityholder Agreement are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior or contemporaneous communications and understandings between the Parties. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of each Party.
10.9 Exhibits; Schedules. The Exhibits and Schedules attached hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.
10.10 References to this Agreement. Numbered “Sections” herein contained refer to sections of this Agreement unless otherwise expressly stated.
10.11 Force Majeure. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to any event or circumstance beyond that Party’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes, and labor disputes; provided, however that such Party promptly notifies the other Party of the nature and duration of the force majeure event and resumes performance as soon as possible.
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| APPLIED MICRO CIRCUITS CORPORATION | VELOCE TECHNOLOGIES, INC. | |||||||
| Signed: | /s/ | Signed: | /s/ | |||||
| Name: | Robert Gargus | Name: | Jeffrey Harrell | |||||
| Title: | Senior Vice President and Chief Financial Officer | Title: | President and Chief Executive Officer | |||||
| Address: | 215 Moffett Park Drive | Address: | 20813 Stevens Creek Blvd., Suite 100 | |||||
| Sunnyvale, CA 94089 | Cupertino, CA 95014 | |||||||
| Fax No.: | (408) 542-8600 | Fax No.: | (408) 351-0208 | |||||
[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
EXHIBIT A
PRODUCT MODULE DESCRIPTION
[…***…]
A-1
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
EXHIBIT B
MILESTONES
[…***…]
A-1
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
EXHIBIT C
PROMISSORY NOTE
C-1
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
EXHIBIT D
WARRANT
D-1
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Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
SCHEDULE 2.11
[…***…]
A-1
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Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 240.24b-2
SCHEDULE 10.2
[…***…]