Exhibit 10.19


 


Terms of Agreement


Valeo – Mobileye


 


	
        Parties

         
	
         

        VALEO Schalter und Sensoren GmbH, a
        company organized and existing under the laws of Germany, the registered office of which is at Laiernstraße
        12, 74321 Bietigheim-Bissingen, Germany,

         

        Represented by Mr. Stiv Smudja and Mr. Jens
        Haelker

         

        Hereinafter referred to
        as « Valeo »,

         

        AND:

         

        Mobileye Vision Technologies Ltd.,
        a company organized and existing under the laws of Israel, the registered office of which Office is at Har Hotzvim, 13 Hartom St.
        Jerusalem, Israel,

         

        Represented by Mr. Amnon Shashua

         

        Hereinafter referred to
        as “Mobileye”

         

        Collectively the “Parties”

         

	Scope of the cooperation	
        Within the framework of the Parties’
        cooperation on front cameras and automated driving (as further defined as the “Project” in the Non Disclosure
        Agreement dated February 3, 2015 - the “NDA”), Valeo and Mobileye have decided to work together in order to
        create a premium device for vehicle automated driving purposes (hereinafter the “Premium Project”), and other
        front camera ADAS solutions.

         

        This premium device will be made up of a front
        camera with Mobileye technology inside and a laserscanner including Valeo technology, both elements interacting through hardware
        and software with the objective of achieving a premium performance (better than each single element alone). This device is hereinafter
        referred to as the “Premium Device”. The interaction between the components of the Premium Device shall be defined
        by the Parties through joint function- or component- or module- or product- or system-



 




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        definition and development. The Premium Device
        can include two separate components (front camera and laserscanner) or a partial or complete merge of building blocks from one
        component into the other.

         

        In addition to the Premium Device, Valeo and
        Mobileye will work together in order to integrate Mobileye’s technology (all front facing camera configurations mono/bifocal/trifocal)
        with all front facing Valeo ADAS applications (Radar, LED, other sensors except front camera) for Mono-only, Mono/Radar fusion,
        Mono/LED fusion, but excluding surround view bumper/grill camera applications (hereinafter “Other ADAS Solutions”).

         

        Valeo shall design, manufacture and sell the
        Premium Device and Other ADAS Solutions to OEM customers (the “Customers”).

         

        It is a key element of this cooperation for
        the Parties to define jointly the respective benefits of such Premium Device and Other ADAS Solutions in order to market such solutions
        and sell it to OEM customers.

         

        Should Valeo receive from a Customer a request
        for quotation on a new project (herein an “RFQ”) which may be relevant within the context of the cooperation
        contemplated in this Agreement, it shall consult Mobileye. Should the Parties agree that this RFQ falls within the scope of their
        cooperation, they shall answer jointly to this RFQ, Valeo issuing the main offer in reply to the RFQ, such offer integrating the
        Mobileye technology. The Parties agree that they shall support OEM Customer pre-developments and studies in this field, as shall
        be agreed upon on a case by case basis.

         

	
        Exclusivity 
	During the term of this Agreement Valeo will be entitled to offer Competing Technology (as defined below) to OEMs to which Valeo has not offered (through a reply to an RFQ), marketed or sold, either directly or indirectly, Mobileye technology and products. It is clarified that (i) if Valeo offers Competing Technology to such OEMs it will not be entitled to offer Mobileye products to such OEMs; and (ii) if Valeo offers 


 




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        (through a reply to an RFQ), markets or sells
        Mobileye technology and products to any OEM, Valeo will not be entitled to offer, introduce, market and sell any Competing Technology
        to this OEM, or any other affiliate (i.e. an entity which is owned by or is under common ownership with the OEM, either wholly
        or partially, either directly or indirectly) within that OEM group of companies. “Competing Technology” means any front
        facing camera configurations, including any Valeo home grown technology - but excluding surround view bumper/grill camera applications.

         

        In addition, during the term of this Agreement,
        Mobileye will not provide technical support to a customer/partner which involves processing raw data received from scanning beam
        laser into a hardware architecture that includes the Mobileye EyeQ product (i.e., Mobileye EyeQ3, EyeQ4 and any subsequent versions
        of this product).

         

	Financing	
        Each Party shall bear its own costs incurred
        for the performance of its obligations pursuant to the terms of this Agreement. It is clarified that when responding to RFQs for
        an OEM program Mobileye will add NRE fees to each quote.

         

	Roles and responsibilities	
        Subject to more specific definition and allocation
        for each Customer Project, the overall roles and responsibilities of the Parties for Customer Projects during the term of this
        Agreement are detailed in Appendix 1.

         

	Intellectual Property Rights	
        Each Party shall own all intellectual property
        rights in and to any deliverables provided and/or developed by such Party. For the avoidance of doubt it is clarified that Valeo
        will have no intellectual property rights in Mobileye products.

         

        All raw data (video) being recorded during
        the term of this Agreement can be used by Valeo solely for development and validation purposes in the context of the cooperation
        contemplated by this agreement, and may not be used by Valeo for any other purposes including without limitation for other internal
        purposes or with any third party.

         

        All raw data (scanning beam laser)
being recorded during the term of this Agreement can be used by Mobileye solely in the context of the cooperation contemplated
by this agreement, and may not be used by Mobileye for any other purposes including without limitation for other internal purposes
or



 




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	 	with any third party.
	 	 
	
        Management of the cooperation
/ Project Management
	
        The Parties shall establish a Technical Steering
        Committee, which shall meet every two (2) months in order to monitor the progress of the cooperation, the ongoing Projects and
        any other issue raised in the context of the cooperation.

        Participant from Valeo: Achim Ruff

        Participant from Mobileye: Gaby Hayon

         

	Supplier/Customer Relationship	
        The Parties shall agree in a specific matrix
        the allocation of their responsibilities for each OEM customer project awarded to the Parties (a “Customer Project”).
        This allocation will depend on OEM customer requests in the relevant RFQ and will be conditional on the Parties’ R&D
        and manufacturing means and resources.

         

        For each Customer Project, the Parties shall
        enter into the appropriate development and supply contracts for the development of the relevant solution and the supply by Mobileye
        to Valeo of the components of this solution for further industrialization and ultimate supply to the OEM Customer.

         

	Duration	
        5 years as from signature of this Agreement.
        Each Party shall be entitled to terminate the cooperation contemplated in this Agreement (i) in case of breach by any Party of
        its obligations set forth in this Agreement and subject to a 30-day prior notice allowing the other Party to remediate the breach
        or (ii) at any time subject to a six (6)-month prior written notice except that :

        -    In any
        case, the Parties shall continue to perform their respective contractual obligations pursuant to all existing Customer Projects;

        -    Termination
        of this Agreement by Valeo shall terminate the exclusivity obligations set forth in this Agreement. In the event Mobileye breaches
        its exclusivity commitments as set forth in this Agreement, Valeo shall be entitled to immediately terminate the Agreement, and
        (i) will not answer any RFQs with Mobileye; and (ii) will not be obligated to any exclusivity provisions effective immediately.

        -    Termination
        of this Agreement by Mobileye shall terminate Mobileye’s exclusivity commitments 24 months following the date of notice of
        termination,



 




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             but in
        any event not more than the remaining term of this Agreement. In the event Valeo offers any Competing Technology in breach of the
        exclusivity obligations under this Agreement Mobileye is entitled to immediately terminate the Agreement, and (i) will not answer
        any RFQs with Valeo; and (ii) will not be obligated to any exclusivity provisions effective immediately.

        -    For the
        avoidance of doubt it is clarified that upon expiration of the 5 year term of this Agreement, all exclusivity provisions will immediately
        terminate.

         

	Communications	
        The Parties agree to inform each potential
        customer of their cooperation where a Customer Project may be implemented within the scope of this Agreement.

         

        The Parties shall not issue any public communication
        on the cooperation contemplated in this Agreement without the prior written consent of the other Party, unless required under applicable
        law.

         

	Confidentiality	
        The terms of the NDA shall continue to apply
        to this Agreement.

         

	Law and jurisdiction	
        This Agreement shall be governed
by English law without regard to its conflicts of laws rules. The parties consent to the sole and exclusive jurisdiction of the
competent courts of London, England.

	 	 


 


Made in Jerusalem / Bietigheim-Bissingen,


On March 10, 2015


 


	
        For Mobileye

         

        s/ Amnon Shashua

         

        _____________________

         

        (Signature)

         

        Name: Amnon Shashua

         

        Title: CTO
	
        For Valeo

         

        s/ Stiv Smudja

         

        ______________________

         

        (Signature)

         

        Name: Stiv Smudja

         

        Title: Driving Assistance Product Group

        Director



 




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        s/ Jens Haelker

         

        ______________________

         

        (Signature)

         

        Name: Jens Haelker

         

        Title:
        Active Safety Product Line Director



 




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Appendix 1


 


	Perimeter 	Pilot 
	Customer interface    	Valeo 
	Hardware development  	Valeo / Mobileye
	Software development 	Valeo / Mobileye 
	
        Development and maintenance of functional requirements for

        -    Laserscan technology

        -    Frontcamera
	
         

         

        -     Valeo

        -     Mobileye

	Definition of functional objectives and performance of final Premium Device	Mobileye and Valeo
	Integration in customer vehicle 	Valeo with Mobileye support
	
        Validation of performance for

        -    Laserscan

        -    Frontcamera

        Recovery of detected issues and improvement plan, front camera
        related
	
         

        -     Valeo

        -     Mobileye, with Valeo support

        Mobileye, with support from Valeo

	Certification  /  Qualification 	Mobileye for FrontCamera algorithms. Valeo for system.
	 	 
	Industrialization / manufacturing	Valeo 
	Purchasing 	Valeo from Mobileye


 




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