##### 



[ * ] = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.
 Exhibit 10.27
  SUPPLY AGREEMENT
 THIS SUPPLY AGREEMENT
 WHEREAS
 NOW, THEREFOR :
 Article 1  Definitions and Priority
 1.1 Definitions : :
 Agreement:
    
    This Supply Agreement between NGST and Buyer including the following Exhibits,
attached hereto and made a part hereof:Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
    
    List of Products and Services
List of Deliverables, Quantity Commitments, and
Buyers Site
Buffer Inventory
(Document [ * ])Buffer Inventory:
    
    Defined in Section 5.5.Contract Price:
    
    Defined in Section 4.1.Delivery Date(s):
    
    The date on which a Product leaves the NGST Plant.NGST Plant:
    
    Each of the factories or establishments of NGST and its suppliers
located in the United States.Products:
    
    The products and services described in Exhibit A to be supplied by NGST.Site:
    
    Buyers facility or other location identified in Exhibit B as the
destination to which transportation is to be arranged for deliverable items.Term
    
    Defined in Article 3.
 1




---



##### 



1.2 Priority :
 Article 2  Subject Matter of Supply; Requirements; Use of Products
 2.1 Supply:
 2.2 Use of Products :
 Article 3  Effective Date and Term
  Article 4
Contract Price, Taxes  Transportation, Expenses and Charges
 4.1 Price :
 4.2 Taxes :
 4.3 Transportation Expenses :
 2 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Article 5  Orders, Forecasts, and Buffer Inventory
 5.1 Orders :
 5.2 Acceptance of Orders : [ * ] :
 : [ * ]  :     [ * ]
 5.3 Forecast Orders : [
* ] [ * ] [ * ] [ * ] [ * ] [ * ]
 5.4 Forecast Delivery Changes : [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 3 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



5.5 Establishment and Use of Buffer Inventory : [ * ] [ * ] [
* ] [ * ] :
 5.6 Purchase of Buffer Inventory : [ * ] [ * ]
 Article 6  Payment
 [ * ] [ * ] :
 [ * ]
 Article 7  Shipment, Title, and Risk of Loss; Export of Products
 7.1 Delivery of Products :
 7.2 Protection and Packing of the Products :
 7.3 Risk of Loss and Title :
 4 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



7.4 Shipping Documents :
 7.5 Export of Products :
 7.6 Acceptance of Products :
 Article 8  Warranty
 8.1 Warranty :
 (a) [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ]
 5 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



(b)
 8.2 Exclusion :
 Article 9  Delays
 9.1 Force Majeure : force majeure de jure de facto force majeure
 9.2 NGST Delays : [ * ] [ * ] [ * ]
 Article 10  Transfers and Assignments
 10.1 Transfer :
 6 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



10.2 Release of Obligations :
 Article 11  Default
 11.1 Event of Default : :
 (a)
 (b) [ *
] [ * ]
 11.2 Remedies Available for Default :
 Article 12  Limitation of Liability; Damages
 12.1 Limitation of Liability : [ * ] [ * ]
 12.2 Damages :
 7 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Article 13  Notices
 : :
 If to NGST:
    
    Northrop Grumman Space TechnologyOne Space Park Drive, D1-1024Redondo Beach, California 90278Attention: Kathleen E. Hogan, ContractsPhone:
    
    (310) 813-1168FAX:
    
    (310) 812-7011kathleen.hogan@ngc.com
 If to Buyer:
    
    Endwave Corporation776 Palomar AvenueSunnyvale, CA 94085Attention:
    
    James R. CrossenPhone:
    
    (408) 522-3177Fax:
    
    (408) 522-3181jim.crossen@endwave.com
 Article 14  Contract Change Procedure
 14.1 Changes : :
 14.2 Contract Changes : [ * ]
 14.3 Contract Change Notice :
 14.4 Exception :
 8 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Article 15  Intellectual Property
 15.1 Proprietary Information : :
 (a)
 (b)
 15.2 Nondisclosure : :
 (a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (h) [ * ] [ * ]
  15.3 Marking : :
 9 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



ENDWAVE PROPRIETARY INFORMATIONor -
    
    NGST PROPRIETARY INFORMATION
  :
 [ * ]  [ * ]
  15.4 Compensation :
 15.5 Survival :
 15.6 Ownership of Masksets :
 15.7 Ownership of MIMIC Designs :
 10 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



Article 16  Indemnification
 16.1 Indemnification by NGST : :
 (a)
 (b)
 (c)
 (d)
 :
     16.2 Indemnification by Buyer :
 Article 17  Miscellaneous
 17.1 Headings :
 17.2 Remedies :
 11 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



17.3 Modification and Waiver :
 17.4 Entire Agreement :
 17.5 Severability :
 17.6 Controlling Law :
 17.7 Successors and Assigns :
 17.8 Counterparts :
 17.9 Language :
 17.10 Negotiated Terms :
 17.11 Disputes :
 12 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



IN WITNESS WHEREOF
 ENDWAVE CORPORATIONBy:
    
    /s/ James CrossenNORTHROP GRUMMAN SPACE &
MISSION SYSTEMS CORP.
Northrop Grumman Space TechnologyBy:
    
    /s/ Miriam Varend
 13 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



EXHIBIT A
PRODUCTS AND PRICING
 1. Products
 [ * ]
 2. Optional Products.
 3. Engineering Support.
 14 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



EXHIBIT B
LIST OF DELIVERABLES, QUANTITY COMMITMENTS,  DELIVERY SCHEDULE AND BUYER SITE
 1. Deliverables
 [ * ]
      2. Quantity Commitments
 [ * ]
 3. Delivery Schedule
 4. Buyer Sites
 Billing and Notices:
    
    Delivery of Products
    
    Engineering/Procurement:Endwave Corporation
    
    Endwave Corporation
    
    Endwave Corporation776 Palomar Avenue
Sunnyvale CA 94085
    
    6425 Capitol Avenue, Bldg 2
Diamond Springs CA 95619
    
    776 Palomar Avenue
Sunnyvale CA 94085Att: [ * ]
    
    Att: [ * ]
    
    Att: [ * ](unless otherwise specified in the Order)Phone: [ * ]
    
    Phone: [ * ]
    
    Phone: [ * ]
 15 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



EXHIBIT C  BUFFER INVENTORY
 :
 [ * ]
 Replenishment Rate: [ * ]
 Pull Rate [ * ]
 16 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.




---



##### 



EXHIBIT D
[ * ]
 [ * ]
 17 
 [ * ]  = Certain confidential information contained in this document, marked by brackets,
has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.