PURCHASE AGREEMENT
ALTIUM TECHNOLOGY
The following exhibit, which was previously filed as Exhibit 10.23 to the
Company's Annual Report on Form 10-K for the fiscal year ended March 31,
1998, represents an amended request for confidential treatment.
PURCHASE AGREEMENT
ALTIUM TECHNOLOGY
JANUARY 15, 1998
MICROELECTRONICS TECHNOLOGY INC.
HSINCHU SCIENCE-BASED INDUSTRIAL PARK
HSINCHU 30077 TAIWAN, R.O.C
ATTN.: ALLEN YEN, VICE PRESIDENT OF SALES
CHRIS PAN, ORDER ADMINISTRATOR MANAGER
PAUL CHAO, PRESIDENT AND CEO, OPTICAL MICROWAVE NETWORKS, INC.
Mr. Yen, Ms. Pan and Mr. Chao:
This memo serves to document the requirements and agreements between Digital
Microwave Corporation (DMC) and Microelectronics Technology Inc. (MTI).
1. Upon MTI's acceptance of this letter by signing, and returning one copy
to DMC, MTI is directed to proceed at once to commence activities per
the Statement of Work described in EXHIBIT A. DMC is requesting MTI to
assemble [*] ([*]) Beta units and manufacture [*] ([*]) full production
7/8 GHz Out-Door Units per technical documentation provided by DMC. In
addition to the Work related to the 7/8 GHz ODU assembly and associated
sub-assemblies, this agreement also serves to cover design, development
and production of other frequency bands defined in EXHIBIT C.
2. Based on the completion of each task of 7/8 GHz in the Statement of Work
in EXHIBIT A, Beta delivery will be per the MTI quotation number
97120902 dated December 9, 1997. Delivery will be [*] beta units by [*]
and [*] beta units by [*]. The configuration and frequency information
of the beta units is given in EXHIBIT E.
3. Notwithstanding any provision herein to the contrary, MTI may not expend
or commit in the aggregate, for production material a sum exceeding $[*]
and DMC shall not in any event be obligated to reimburse MTI for Work
performed hereunder for any amount in excess of said sum unless further
authorization is granted by DMC in writing.
4. MTI shall be paid for performance of the Work hereunder upon delivery of
product as set forth in EXHIBIT A, attached hereto, DMC may terminate
the Work for just cause on a ([*]) day written notice and MTI shall
immediately stop performance of the Work and not incur further charges.
DMC shall make any payment due to MTI for Work performed and material
expenses MTI incurred or
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
committed to its vendors for completion of the Altium program up until
the time of termination in an amount commensurate with the actual Work
performed for a particular milestone.
5. Digital Microwave Corporation will issue a fixed price purchase order in
the estimated amount of $[*] for [*] ([*] ) production 7/8 Ghz Out Door
Units and [*] ([*]) 7/8 GHz Out Door beta units before January 16,1998.
The price per unit is given in EXHIBIT D. The production units will be
delivered over a [*] period per a schedule to be developed by [*] and is
expected to be approximately [*] protected and [*] non protected units.
This schedule will also provide configuration and frequency requirements
for the production units. Both parties acknowledge that such contract
must be accepted by both DMC and MTI. No such acceptance is implied by
this letter of agreement. All sales are subject to the DMC terms and
conditions as noted in EXHIBIT B. Any further changes by DMC to the
design, specification, or test requirements which impact material cost
or labor time standards shall initiate discussion to re-negotiate the
unit price. The balance of product for other frequency bands to be
negotiated no later than [*] under a separate letter of agreement.
6. Standard Terms and Conditions of Purchase set forth is [*], any
reference in said terms and Conditions of Purchase to adjustment in
prices or delivery schedule shall be inapplicable and no changes to this
letter shall be deemed to increase MTI's authorization to expend funds
and to make commitments hereunder unless expressly so stated in any such
change.
7. The purchase order shall include the Terms and Conditions of Purchase
set forth in EXHIBIT B, and the delivery schedule, prices and any
additional provisions that the parties agree upon.
8. It is understood that fabrication of Beta assemblies and modules is to
commence prior to completion of the Alpha phase. DMC shall pay for any
excess material in the event of design changes implemented after the
start of fabrication or assembly, which render the assembly scrap
including effected production material.
9. In the event of termination of this agreement, per paragraph 4 above,
DMC shall pay MTI for all Work performed up to the date of notice of
such termination on a time and material basis (including overhead and
G&A at a reasonable and customary rate), MTI shall submit all financial
data required for DMC to verify charges. MTI acknowledges that in no
event shall DMC be responsible to MTI for any payments in excess of the
not-to-exceed amount set forth in Paragraph 3. Upon such payment, MTI
shall turn over to DMC all Work performed by MTI up to the date of
termination. All Work prepared under this agreement shall be deemed a
"Work made for hire" under the United States copyright laws. In the
event that, notwithstanding the foregoing, title to and ownership of the
Work initially vests in MTI, MTI agrees to execute, at DMC's request,
all documents
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
that are necessary to transfer and assign all such title and ownership
of the Work to DMC, except Work that is not unique to Altium. MTI
ownership includes, but is not limited to: filters, modules and circuits
MTI developed either for Altium application or other applications, and
associated process drawings which are not specified in DMC's PSD.
10. Both parties warrant that Work to be performed under this agreement
letter shall be performed in a professional manner by qualified
personnel. DMC and MTI agree that the full cooperation of both
companies is necessary to enable the Work to meet its scheduled
timetable.
Please signify your concurrence with this agreement by signing in the space
provided below and returning the signed original to me.
Very truly yours,
DIGITAL MICROWAVE CORPORATION
/s/ Gary G. Lopes 1-19-98
- --------------------------------------------------
By: Gary G. Lopes
Title: Manager, Altium Product for DIGITAL MICROWAVE CORPORATION
Accepted this day (date) January 19, 1998
-------------------------
MICROELECTRONICS TECHNOLOGY INC.
/s/ Allen Yen 1-19-98
- --------------------------------------------------
By: Allen Yen
Title: Vice President of Sales for MICROELECTRONICS TECHNOLOGY INC.
EXHIBIT A:
STATEMENT OF WORK
DMC and MTI shall participate in a joint effort to design and develop the Altium
ODU assembly for various frequency bands with the intention of MTI being an ODU
manufacturer. The top level ODU design, as well as several key modules ([*] and
[*]) will be designed by DMC with MTI's participation to ensure
manufacturability to MTI design/manufacturing standards. Other modules will be
specified by DMC and wholly designed and developed by MTI ([*] and [*]). After
development of the 7/8 GHz product, MTI will assume full responsibility for
design and development of all applicable modules.
DESIGN PHASE
The key tasks and responsibilities are:
[*]
ALPHA PHASE
DMC and MTI shall participate in a joint effort to develop the design into
prototype modules and ODU assemblies for various frequency bands. The key
tasks and responsibilities are:
[*]
ALPHA PHASE DELIVERABLES
[*]
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONS.
BETA PHASE
DMC and MTI shall participate in a joint effort to develop the prototype
design into pre-production ODU assemblies for various frequency bands. The
key tasks and responsibilities are:
[*]
BETA PHASE DELIVERABLES
[*] 7/8 GHz ODU, built and tested per DMC provided documentation.
Configuration and frequency requirements listed in EXHIBIT E.
Pricing is as defined in EXHIBIT D. Additional bands will be priced as
specifications and drawings are released by DMC.
PRODUCTION DELIVERABLES
[*] complete and tested 7/8 GHz Out Door Units per DMC documentation.
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT B:
TERMS AND CONDITIONS OF PURCHASE
Alpha, payment will be [*] per set price.
Beta, payment will be [*] per set price.
Production, payment will be [*] per set price.
1. ACCEPTANCE. ACCEPTANCE OF THIS ORDER BY SELLER IS EXPRESSLY LIMITED TO THE
TERMS AND CONDITIONS CONTAINED IN THIS ORDER. ANY TERM OR CONDITION STATED BY
THE SELLER IN ANY PRIOR PROPOSAL, ON SELLER'S ACKNOWLEDGMENT FORM, OR IN
OTHERWISE ACKNOWLEDGING OR ACCEPTING THIS ORDER IS DEEMED BY BUYER TO BE A
MATERIAL ALTERATION OF THIS ORDER AND IS HEREBY OBJECTED TO BY BUYER. ANY SUCH
TERM OR CONDITION SHALL BE TOTALLY INAPPLICABLE TO THIS ORDER UNLESS
SPECIFICALLY AGREED TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
BUYER. ACCEPTANCE OF THE GOODS OR SERVICES COVERED BY THIS ORDER WILL NOT
CONSTITUTE ACCEPTANCE BY BUYER OF SELLER'S TERMS AND CONDITIONS. ANY OF THE
FOLLOWING ACTS BY SELLER SHALL CONSTITUTE ACCEPTANCE OF THIS ORDER AND ALL OF
ITS TERMS AND CONDITIONS: SIGNING AND RETURNING A COPY OF THIS ORDER; DELIVERY
OF ANY OF THE GOODS ORDERED; INFORMING THE BUYER IN ANY MANNER OF COMMENCEMENT
OF PERFORMANCE; OR RETURNING SELLER'S OWN FORM OF ACKNOWLEDGMENT.
2. PRICES. Seller warrants that the prices to be charged for products or
services identified on the face hereof are not in excess of prices charged to
other customers for similar quantities and delivery requirements. In the event
of any price reductions during the effective period covered by this order which
apply to similar products or services, such price reductions shall automatically
reduce the unit price of the unshipped products or services not yet rendered by
a comparable percentage at the time of the price reduction.
3. INVOICES. Payment of invoices shall not constitute acceptance of the
product and shall be subject to adjustment for errors, shortages, defects in the
product or other failure of Seller to meet the requirements of the order. Buyer
may at any time set off any amount owed by Buyer to Seller against any amount
owed by Seller or any of its affiliated companies to Buyer.
4. TAXES. Unless otherwise specified, the prices set forth in this order
include all applicable federal, state, and local taxes. All such taxes shall be
stated separately on Seller's invoice. Duty and taxes on all foreign procured
material is buyer's responsibility.
5. OVERSHIPMENTS. Buyer will pay only for maximum quantities ordered.
Overshipments will be held at Seller's risk and expense for a reasonable time
awaiting shipping instructions. Return shipping charges for excess quantities
will be at Seller's expense.
6. PACKING AND SHIPPING. Unless otherwise specified, all products shall be
packed, packaged, marked and otherwise prepared for shipment in a manner which
is: (i) in accordance with good commercial practice, (ii) acceptable to common
carriers for shipment at the lowest rate for the particular product and in
accordance with all governmental regulations
and (iii) adequate to insure safe arrival of the product at the named
destination and for storage and protection against weather. An itemized packing
sheet must accompany each shipment unless otherwise specified.
7. F.O.B. POINT. Unless otherwise specifically provided on the face of the
purchase order, the product called for hereunder shall be delivered on an
F.O.B. sellers facility.
8. RESPONSIBILITY FOR SUPPLIES. Notwithstanding any prior inspections and
irrespective of the F.O.B. point specified by Buyer, the Seller shall bear all
risk of loss, damage, or destruction to the products called for hereunder until
final acceptance by Buyer at destination. Further, the Seller shall also bear
the same risks with respect to any products rejected by Buyer, provided,
however, that in either case the Buyer shall be responsible for any loss
occasioned by the gross negligence of its employees acting within the scope of
their employment.
9. WARRANTY. Seller warrants that all supplies delivered hereunder shall be
free from defects in Workmanship, material and manufacture for [*] months from
the sellers ship date and shall comply with the requirements of this contract,
including any drawings or specifications incorporated herein or samples
furnished by Seller; and, where design is Seller's responsibility, be free from
defects in design. Seller further warrants all supplies purchased hereunder
shall be of merchantable quality and shall be fit and suitable for the purposes
intended by Buyer. The foregoing warranties shall constitute conditions and are
in addition to all other warranties, whether expressed or implied, and shall
survive delivery, inspection, acceptance and payment. If any products delivered
hereunder do not meet the warranties specified herein or otherwise applicable,
Buyer may at its election (i) require the Seller to promptly correct, at no cost
to Buyer, any defective or nonconforming products by repair or replacement, at
the location as specified by Buyer, or (ii) return such defective or
nonconforming products at Seller's expense to the Seller, and recover from the
Seller the order price thereof. The foregoing remedies are in addition to all
other remedies at law in equity or under this order, for damages or otherwise
and shall be deemed to be exclusive. Buyer's approval of the Seller's product
or design shall not relieve Seller of the warranties set forth in this clause.
The provisions of this clause shall not limit or effect the rights of Buyer
under the clause hereof entitled Inspection.
Seller shall have no responsibility or obligation to Buyer under warranty claims
with respect to Products that have been subjected to abuse, misuse accident, act
of God, alteration, neglect, or unauthorized repair.
10. INSPECTION. All products purchased hereunder shall be subject to
inspection and test by Buyer to the extent practicable at all times and places
during and after the period of manufacture and in any event prior to final
acceptance. In case any product is defective in material or Workmanship, or
otherwise not in conformity with the requirements of this order, Buyer shall
have the right either to reject it, require its correction, or conditionally
accept it. Buyer reserves the right to return such conditionally accepted
products for credit, within [*] ([*]) working days after receipt in the event
that Buyer determines that such products are unsuitable for its purpose. Any
product which has been rejected or required to be corrected shall be replaced or
corrected by and at the expense of the Seller promptly after notice. If, after
being requested by Buyer, the Seller fails to promptly replace or correct any
defective
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
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product within the delivery schedule Buyer may (i) at its option, by contract or
otherwise replace or correct such product and charge the Seller the cost
occasioned thereby or (ii) without further notice terminate this order for
default in accordance with the clause herein entitled "Termination for Default"
or (iii) may utilize the defective product and require an appropriate reduction
in price. Notwithstanding any prior inspection or payment hereunder, all
products shall also be subject to final inspection and acceptance at Buyer's
plant within a reasonable time after delivery. If buyer does not provide Seller
with written notice within [*] ([*]) working days, the product will be presumed
to have been accepted.
11. CHANGES IN PROCESS OR METHOD OF MANUFACTURING. Seller agrees that it will
not make changes in the process or method of manufacturing during the term of
this purchase order without Buyer's written consent. Seller further agrees that
any contemplated changes in process or method of manufacturing will be submitted
to Buyer in sufficient time to enable Buyer a reasonable opportunity in which to
evaluate such changes.
12. CHANGES. The Buyer may at any time by written order, and without notice to
sureties or assignees, suspend performance hereunder, increase or decrease the
ordered quantity or make changes in the applicable drawings, designs or
specification, the method of shipment or packing, and/or place of delivery. If
any such change causes an increase or decrease in the cost of or the time
required for performance of this order, an equitable adjustment shall be made in
the order price or delivery schedule or both, and the order shall be modified in
writing accordingly. However, nothing in this clause shall excuse Seller from
proceeding with the order as changed or amended.
13. TERMINATION FOR DEFAULT. It is understood and agreed that time is of the
essence under this order or any extension thereof effected by any change order.
Buyer may by written notice terminate this order in whole or in part if the
Seller fails (i) to make delivery of the product or to perform the service
within the time specified herein, or (ii) to replace or correct defective
products in accordance with the provision of those clauses hereof entitled
"Warranty" and "Inspection" or, (iii) to perform any of the provisions of this
order or to so fail to make progress as to endanger performance in accordance
with the terms hereof, including delivery schedules, or (iv) if Seller becomes
insolvent, admits in writing its inability to pay its debts as they mature,
files a voluntary petition to bankruptcy, makes an assignment for the benefit of
creditors or if a petition under bankruptcy is filed against it. In the event
of termination pursuant to this clause, Buyer may procure upon such terms and in
such manner as Buyer may deem appropriate, products and services similar or
substantially similar to those so terminated and Seller shall be liable to Buyer
for any excess costs occasioned Buyer thereby. If Buyer issues a notice of
termination for default, and it is subsequently determined that Buyer's
termination under this clause is inappropriate, the termination shall be deemed
by Buyer and Seller to have been originally issued under the clause entitled
Termination for Convenience.
14. TERMINATION FOR CONVENIENCE. Buyer may terminate Work under this purchase
order in whole or part at any time by the giving of written notice to Seller
specifying the extent to which performance of Work is terminated. After such
notice the Seller shall stop Work under this order, and within [*] ([*]) days
after such notice, the Seller shall submit to Buyer its written termination
claim. Failure of the Seller to submit its termination claim as provided herein
shall constitute an unconditional and absolute waiver by the Seller of any claim
arising
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from the Buyer's notice termination. Seller shall reasonably assess its claim
to determine whether or not such items may be used by Seller for the manufacture
of associated products or diverted for any other purpose and to correspondingly
reduce its termination claim by the value of such items. When settlement has
been made title to any such items determined not usable by Seller and charged to
Buyer in the termination claim shall vest in Buyer upon payment of the claim and
forthwith be delivered to Buyer at Buyer's expense, under Buyer's shipping
instructions. In no event shall Seller be entitled to incidental or
consequential damages, costs of preparing claims, attorney's fees, cost of
tooling or equipment sales or agent's commissions. Buyer reserves the right to
verify claims hereunder and Seller shall make available to Buyer upon its
request with reasonable notice, all relevant books, records, inventories and
facilities for its inspection and audit. In the event Seller fails to
reasonably afford Buyer its right hereunder then Seller shall be deemed to have
relinquished its claim asserted under the provisions of this clause.
15. PATENT INDEMNITY. Seller represents and warrants that (i) it has the right
to disclose or use, without liability to others, all subject matter, including
ideas, inventions, creations, Works, processes, designs and methods that Seller
will disclose or use in its performance of this order; (ii) the products, and
Buyer's use thereof, do not and will not infringe any patent, copyright, trade
secret, mask Work right, or other proprietary right of others; and (iii) in
connection with its performance under this order, Seller will not infringe any
patent, copyright, trade secret, mask Work right, or any other proprietary right
of any third party. Seller will indemnify, hold harmless, and at Buyer's
request defend Buyer from and against any loss, cost, liability or expense
(including court costs and reasonable fees of attorneys and other professionals)
arising out of or resulting from any breach or claimed breach of the above
representations and warranties. In the event of any such claim, Buyer agrees
(i) to notify Seller of the claim, (ii) if Buyer has not requested that Seller
defend the claim, to permit Seller, at Seller's expense, to participate in the
defense thereof with counsel of Seller's choosing, subject to Buyer's
supervision and control, and (iii) if Buyer has requested that Seller defend the
claim, to provide Seller with all needed information, assistance and authority
necessary for Seller to do so. If the use by Buyer of any of the products
purchased under this Agreement is enjoined, or in Buyer's opinion is likely to
be enjoined, at Buyer's request and option, and without prejudice to Buyer's
rights and remedies, Seller at its expense will procure from the person or
persons claiming or likely to claim infringement, a license for Buyer and its
customers to continue to use such products, or modify the allegedly infringing
order to avoid the infringement, without materially impairing performance or
compliance with Buyer's specifications or this order.
In the event that the Seller performs its obligations under this agreement
pursuant to the Buyer's specification, designs, drawings, the Seller is entitled
to the above protection stated in this article.
16. COMPLIANCE WITH LAWS. The Seller warrants that no law, rule or ordinance
of the United States, a State or any other governmental agency has been violated
in the manufacture or sale of the products or in the performance of services
covered by this order, and will defend and hold Buyer harmless from loss, cost
or damage as a result of any such actual or alleged violation. Upon written
request by Buyer, Seller agrees to execute and furnish a certification of
compliance, which may be on Buyer's form and which shall certify compliance with
any applicable Federal, State and or Local Laws or Regulations, including but
not limited to FLSA, EEOC, and OSHA.
17. ASSIGNMENT AND SUBCONTRACTORS. No right or obligation under this purchase
order including the right to receive Monies due hereunder) shall be assigned by
Seller, and Seller shall not enter into any substantial subcontracts without the
prior written consent of Buyer. Any purported assignment without such consent
shall be null and void and Buyer shall not be obligated to recognize any claim
from Seller resulting from a subcontract, not previously consented to by Buyer.
18. SPECIAL TOOLING. If special tooling used in the performance of this
purchase order has been charged to this order, or to this order and other orders
placed by the Buyer, title to such special tooling shall vest in the Buyer, at
the option of the Buyer. Such tooling is to be used only in the performance of
such Purchase Orders unless otherwise approved by Buyer. The Seller agrees that
it will follow normal industrial practice in the identification and maintenance
of property control records on all such tooling, and will make such records
available for inspection by the Buyer at all reasonable times. After the
termination or completion of such Order(s) and upon the request of the Buyer,
the Seller shall furnish a list of such tooling in the form requested and shall
make such tooling available for disposition by the Buyer.
19. APPLICABLE LAW. This purchase order shall be governed by and enforced in
accordance with California law as applied to contracts entered into in
California by California residents to be performed entirely within the State of
California.
EXHIBIT C:
SCHEDULE FOR DEVELOPMENT
FREQUENCY BETA PRODUCTION
BAND (GHZ) COMPLETE BEGINS
23 [*] [*]
6 [*] [*]
18 [*] [*]
13 [*] [*]
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FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT D:
PRICING
A: Unit price for Altium 7/8 GHz ODU. All prices are in United States dollars
($).
1) Tooling for housing $[*]
2) Non-protected (NN configurations)
[*] units $[*]
[*] units $[*]
[*] units $[*]
[*] units $[*]
Protected units (HH, HS configurations)
[*] units $[*]
[*] units $[*]
[*] units $[*]
[*] units $[*]
B. Currency Fluctuation: If the currency rate exchange between the United
States Dollar and the currency used for purchase of Product or component
Taiwan Dollar changes significantly DMC and MTI agree to share equally the
effects to such change. Significant change means [*].
The currency exchange rate will be determined by the United States
Department of Treasury and as report in the daily Wall Street Journal as
the source of reference. The initial baseline exchange rate will be the
rate on the effective date of this agreement. The exchange rate will be
reviewed and reset on the fifteenth day of the last month of every calendar
quarter, by taking the average of the previous three (3) month exchange and
using that average as the baseline for the upcoming quarter. This process
will be used for all currencies by which components are purchased, relative
to the United States Dollar.
[*]
[*]
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FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
EXHIBIT E
ALTIUM ODU BETA UNIT FREQUENCY REQUIREMENTS
7 GHZ
CONFIGURATION FTX FRX T/R SPACING
1 HH [*] [*] [*]
2 HH [*] [*] [*]
3 HH [*] [*] [*]
4 HH [*] [*] [*]
5 HH [*] [*] [*]
6 HH [*] [*] [*]
7 HH [*] [*] [*]
8 HH [*] [*] [*]
9 HH [*] [*] [*]
10 HH [*] [*] [*]
11 HH [*] [*] [*]
12 HH [*] [*] [*]
13 HH [*] [*] [*]
14 HH [*] [*] [*]
15 HS [*] [*] [*]
16 HS [*] [*] [*]
17 HS [*] [*] [*]
18 HS [*] [*] [*]
19 HS [*] [*] [*]
20 HS [*] [*] [*]
21 HS [*] [*] [*]
s22 HS [*] [*] [*]
s23 HS [*] [*] [*]
24 NN [*] [*] [*]
25 NN [*] [*] [*]
26 NN [*] [*] [*]
27 NN [*] [*] [*]
8 GHZ
28 HH [*] [*] [*]
29 HH [*] [*] [*]
30 HH [*] [*] [*]
31 HH [*] [*] [*]
32 HS [*] [*] [*]
33 HS [*] [*] [*]
s34 HS [*] [*] [*]
35 NN [*] [*] [*]
36 NN [*] [*] [*]
37 NN [*] [*] [*]
38 NN [*] [*] [*]
39 NN [*] [*] [*]
40 NN [*] [*] [*]
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[*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.