exv10w3



 






	 	 	 	 	 
	 

	 	CONFIDENTIAL

	 	1 of 29





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




EXHIBIT
10.3




Frame Purchase Agreement




hereinafter called “FPA”




by and between




Endwave Corporation

Represented from Complete srl

hereinafter referred to as “SUPPLIER“




and




Siemens Mobile Communications Spa

with offices at via Piero e Alberto Pirelli, 10

20126 Milan




Italy




hereinafter referred to as “PURCHASER“




SUPPLIER and PURCHASER are hereinafter referred to

individually as “PARTY” and collectively as “PARTIES”









Contract No: 5/90010

Effective Date: January 16, 2006








	 	 	 	 	 
	FPA Endware

	 	[*]
	 	 
	 

	 	[*]	 	 






 









 






					
	 
	 	CONFIDENTIAL
	 	2 of 29-






TABLE OF CONTENT:




	 	 	 	 	 	 	 	 	 
	 	1	 	 	Definitions
	 	 	4	 
	 	2	 	 	Scope of FPA
	 	 	6	 
	 	3	 	 	Business Relationship
	 	 	6	 
	 	4	 	 	Prices, Taxes and Currency
	 	 	7	 
	 	4.1	 	 	Prices
	 	 	7	 
	 	4.2	 	 	Taxes
	 	 	7	 
	 	4.3	 	 	Currency
	 	 	7	 
	 	5	 	 	Payment
	 	 	7	 
	 	6	 	 	PURCHASE ORDERS, Delivery and Cancellation
	 	 	8	 
	 	6.1	 	 	PURCHASE ORDERS
	 	 	8	 
	 	6.2	 	 	PURCHASE ORDER Acceptance
	 	 	9	 
	 	6.3	 	 	Cancellation
	 	 	9	 
	 	6.4	 	 	Delivery
	 	 	9	 
	 	6.5	 	 	Transfer of Risk and Title
	 	 	10	 
	 	6.6	 	 	Incoming Goods Inspection
	 	 	10	 
	 	7	 	 	PRODUCT Life Cycle Support
	 	 	10	 
	 	7.1	 	 	Commitment to Deliver, Maintain and Enhance
	 	 	10	 
	 	7.2	 	 	PRODUCT Changes
	 	 	10	 
	 	7.3	 	 	Component’s End of Life
	 	 	11	 
	 	7.4	 	 	SERVICE LEVEL AGREEMENT
	 	 	11	 
	 	7.5	 	 	PRODUCT DOCUMENTATION
	 	 	12	 
	 	8	 	 	Quality Assurance
	 	 	12	 
	 	9	 	 	Logistics
	 	 	13	 
	 	10	 	 	SUPPLIER Rating and Improvement Program (Goal Agreement)
	 	 	13	 
	 	11	 	 	Open Book Policy
	 	 	13	 
	 	11.1	 	 	Disclosure of PRODUCT Data
	 	 	13	 
	 	11.2	 	 	Cost Reduction
	 	 	13	 
	 	12	 	 	Protection of PURCHASER ́s IPR and License Grant
	 	 	13	 
	 	12.1	 	 	Exclusivity
	 	 	13	 
	 	12.2	 	 	License Grant to SUPPLIER
	 	 	14	 
	 	13	 	 	Software License Grant by SUPPLIER
	 	 	15	 
	 	14	 	 	Confidential Information
	 	 	15	 
	 	15	 	 	Term and Termination
	 	 	17	 
	 	15.1	 	 	EFFECTIVE DATE
	 	 	17	 
	 	15.2	 	 	Renewal
	 	 	17	 
	 	15.3	 	 	Termination
	 	 	17	 
	 	15.4	 	 	Effect of Termination
	 	 	18	 
	 	15.5	 	 	Survival
	 	 	18	 
	 	16	 	 	Liability
	 	 	18	 
	 	16.1	 	 	Product Liability
	 	 	18	 
	 	16.2	 	 	Late Delivery
	 	 	19	 
	 	16.3	 	 	Infringement Indemnification
	 	 	20	 
	 	16.4	 	 	Insurance
	 	 	20	 
	 	17	 	 	Warranty
	 	 	21	 
	 	17.1	 	 	General
	 	 	21	 
	 	17.2	 	 	Warranty Period
	 	 	21	 






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	3 of 29-







	 	 	 	 	 	 	 	 	 
	 	17.3	 	 	Defects of PRODUCTS (Non-Conforming Units)
	 	 	21	 
	 	17.4	 	 	Liability for Expenses
	 	 	22	 
	 	17.5	 	 	Exchange of Information
	 	 	22	 
	 	17.6	 	 	Other Rights
	 	 	22	 
	 	18	 	 	General Provisions
	 	 	23	 
	 	18.1	 	 	Notices
	 	 	23	 
	 	18.2	 	 	Compliance with Laws
	 	 	24	 
	 	18.3	 	 	Assignment
	 	 	24	 
	 	18.4	 	 	Force Majeure
	 	 	24	 
	 	18.5	 	 	Waiver
	 	 	25	 
	 	18.6	 	 	Captions
	 	 	25	 
	 	18.7	 	 	General Terms and Conditions
	 	 	25	 
	 	18.8	 	 	Press Releases
	 	 	25	 
	 	18.9	 	 	Export Control-, Customs Regulations
	 	 	26	 
	 	18.10	 	 	Severability
	 	 	27	 
	 	18.11	 	 	Governing Law
	 	 	27	 
	 	18.12	 	 	Mediation
	 	 	27	 
	 	18.13	 	 	Entire FPA
	 	 	28	 
	 	18.14	 	 	PURCHASER’s Divisions
	 	 	28	 
	 	18.15	 	 	No Agency or Joint Venture
	 	 	28	 
	 	18.16	 	 	Order of Precedence
	 	 	28	 






LIST OF EXHIBITS:




	 	 	 
	EXHIBIT A1

	 	PRODUCT AGREEMENT #1 (PA1)
	EXHIBIT A2

	 	PRODUCT AGREEMENT #2 (PA2)
	 

	 	...
	EXHIBIT An

	 	PRODUCT AGREEMENT #n (PAn)
	EXHIBIT B

	 	LOGISTICS SERVICE AGREEMENT (LSA)
	EXHIBIT D

	 	QUALITY ASSURANCE AGREEMENT (QAA)
	EXHIBIT E

	 	Template: ADOPTION AGREEMENT (AA)






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	4 of 29-






WHEREAS, PURCHASER has manufacturing sites worldwide and wishes to strengthen its strategic
purchasing activities with respect to certain PRODUCTS for worldwide delivery to certain ORDERING
PARTIES; and



WHEREAS, PURCHASER intends to market the PRODUCTS either in combination with, or as an integral
part of its mobile communication product range, and



WHEREAS, SUPPLIER wishes to cooperate with PURCHASER in order to fulfill PURCHASER’s worldwide
requirements and to provide preferred purchasing conditions to any ORDERING PARTY;



NOW, THEREFORE, the PARTIES agree as follows:



1 Definitions



The following terms are integral to this FPA and any INDIVIDUAL AGREEMENT and shall have the
following meaning:





	1.1	 	“AA” or “ADOPTION AGREEMENT” means a separate bilateral agreement by which
ORDERING PARTIES and DESIGNATED SUBSIDIARIES participate in the terms
and conditions
of this FPA, including its EXHIBITS, and which is to be signed by the respective parties
concerned. A template of such AA is attached as EXHIBIT E.
	 
	1.2	 	“CONFIDENTIAL INFORMATION” shall have the meaning as described in Section 15.
	 
	1.3	 	“CONTRACT MANUFACTURER” means any subcontractor of
PURCHASER, listed in EXHIBIT B
(LSA), which is not a SUBSIDIARY of PURCHASER.
	 
	1.4	 	“DELIVERY DATE” means the date of delivery as indicated in the PURCHASE ORDER and/or as
derived from provisons of EXHIBIT B (LSA) or from the respective EXHIBIT Ax (PA).
	 
	1.5	 	“DESIGNATED SUBSIDIARY” means any SUBSIDIARY of SUPPLIER as listed in EXHIBIT B (LSA)
designated by SUPPLIER to accept and carry through PURCHASE ORDERS
for SUPPLIER.
	 
	1.6	 	“DOCUMENTATION“ means all documentation of a PRODUCT as detailed in this FPA and required
by PURCHASER to use such PRODUCT in accordance with this FPA. DOCUMENTATION shall include all future updates.
	 
	1.7	 	“EDI” means Electronic Data Interchange as specified in EXHIBIT B (LSA






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	5 of 29-












	1.8	 	“EFFECTIVE DATE” shall mean the date first mentioned above.
	 
	1.9	 	“EPIDEMIC FAILURE” means the occurrence of complained or returned units caused by
identical mistakes, as more specifically defined in EXHIBIT C (QAA).
	 
	1.10	 	“FORCE MAJEURE EVENT” shall have the meaning as described in Section 19.4 below.
	 
	1.11	 	“FPA” means this Frame Purchase Agreement, including any EXHIBITS and ANNEXES, which are
incorporated by reference.
	 
	1.12	 	“FRAME ORDER” means a pro forma purchase order placed per part and fiscal year or PRODUCT
life cycle. The sole purpose of such FRAME ORDER is to serve as a document for the electronic
order processing used by PURCHASER. It is not legally binding and does not represent a
volume/price commitment.
	 
	1.13	 	“INDIVIDUAL AGREEMENT” means any PRODUCT AGREEMENT, confirmed PURCHASE ORDER or FRAME ORDER,
as part of or with reference to this FPA.
	 
	1.14	 	“LSA” or “LOGISTICS SERVICE AGREEMENT” means the logistics service agreement as specified in
EXHIBIT B
	 
	1.15	 	“ORDERING PARTY” means PURCHASER or any of
PURCHASER’s worldwide SUBSIDIARIES
or CONTRACT MANUFACTURERS listed in EXHIBIT B (LSA). PURCHASER may at its option change
EXHIBIT B (LSA) with prior written notice to SUPPLIER.
	 
	1.16	 	“PA” or “PRODUCT AGREEMENT” means the product agreement(s) as specified in
EXHIBIT(S) A(x).
	 
	1.17	 	“PRODUCT(S)” means the commodity or commodities as specified in EXHIBIT A (PA). For the
avoidance of doubt, PRODUCT(S) shall include hardware, firmware and software of the
respective PRODUCT(S), as far as applicable.
	 
	1.18	 	“PURCHASE ORDER” means the document or a written process defined in EXHIBIT B (LSA) or in an
INDIVIDUAL AGREEMENT used by an ORDERING PARTY to acquire PRODUCTS under this FPA.
	 
	1.19	 	“QAA” or “QUALITY ASSURANCE AGREEMENT” means the quality assurance agreement as specified in
EXHIBIT D.
	 
	1.20	 	“SLA” or “SERVICE LEVEL AGREEMENT” means the service level agreement as specified in EXHIBIT
C.
	 
	1.21	 	“SOFTWARE” means the software and/or firmware in machine readable format and, if and to the
extent agreed, the source code, which run on the PRODUCT.






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	6 of 29












	1.22	 	“SUBSIDIARY” means any company which any PARTY directly or indirectly owns or controls or
which is directly or indirectly owned or controlled by a SUBSIDIARY of any PARTY. Ownership or
control shall exist through the direct or indirect ownership of more than fifty per cent (50%)
of the nominal value of the issued equity share capital or more than fifty per cent (50%) of
the shares giving entitlement to vote at the election of directors or persons performing
similar functions, or the right by any other means to elect or appoint directors or persons
performing similar functions.
	 
	2	 	Scope of FPA
	 
	2.1	 	SUPPLIER shall supply to ORDERING PARTY the PRODUCTS as specified in the relevant EXHIBIT Ax
(PA), and provide services in accordance with the terms and conditions of this FPA.
	 
	2.2	 	This FPA does not constitute and shall not be interpreted as any obligation to purchase any
PRODUCT(S). Any such obligation shall only result from PURCHASE ORDERS issued by an ORDERING
PARTY and duly accepted by SUPPLIER or a DESIGNATED SUBSIDIARY.
	 
	2.3	 	SUPPLIER assures PURCHASER






	 	(i)	 	of the allocation of the forecasted quantities of PRODUCTS up to the agreed
maximum bandwidth, as defined in   EXHIBIT B (LSA), and
	 
	 	(ii)	 	of the validity of the prices as defined in the relevant EXHIBIT Ax (PA), as the
maximum price which may be   renegotiated on a regular basis according to the respective
market situation.






	3	 	Business Relationship




If, under a PURCHASE ORDER/FRAME ORDER, a breach of any of the terms and conditions of this FPA
occurs





	(i)	 	subject to Section (ii) below, such breach shall only be in respect of the parties to such
PURCHASE ORDER/FRAME ORDER and shall not be considered as a breach by one PARTY towards
the other PARTY. All contractual rights and remedies under this FPA and/or the
respective PURCHASE ORDER/FRAME ORDER can only be exercised between the parties of the
respective PURCHASE ORDER/FRAME ORDER.






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 







					
	 
	 	CONFIDENTIAL
	 	7 of 29-












	(ii)	 	if a breach referred to in Section 3 (i) above materially and adversely affects the overall
cooperation between the PARTIES, the matter may be referred to the senior management
level of each PARTY for consideration. If the senior managers cannot agree upon a remedial
course of action to the reasonable satisfaction of the SUPPLIER or
PURCHASER within thirty (30) days
of their first convening for this purpose, the impaired PARTY shall be entitled to terminate
this FPA and the foregoing Section 3 (i) shall not apply.
	 
	4	 	Prices, Taxes and Currency
	 
	4.1	 	Prices
	 
	 	 	Unless otherwise agreed in writing by PURCHASER and SUPPLIER, ORDERING PARTY shall
purchase PRODUCTS from SUPPLIER and SUPPLIER shall grant licenses in accordance with the
provisions of the FPA at the prices shown in the relevant EXHIBIT A (PA). SUPPLIER agrees and
understands that the prices are determined by the cumulative purchase quantities of all
ORDERING PARTIES hereunder
	 
	4.2	 	Taxes
	 
	 	 	The prices as listed in the relevant EXHIBIT A (PA) are net prices, i.e. all taxes, duties
and similar charges imposed shall be borne by SUPPLIER, except VAT (Value Added Tax) or
sales tax and shipping charges, which shall be calculated on [*] per Incoterms 2000. If VAT
or sales tax is applicable, SUPPLIER shall bill such VAT or sales tax as a separate line item
on the invoice. Where supplies are tax exempt, SUPPLIER shall not charge any VAT or sales
tax. If necessary, ORDERING PARTY shall furnish a valid tax exemption
certificate in order
to enable SUPPLIER to make use of the tax exemption.
	 
	4.3	 	Currency
	 
	 	 	The currency under this FPA is the US dollar., unless otherwise stated in the relevant
EXHIBIT A (PA).
	 
	5	 	Payment
	 
	 	 	Prices for PRODUCTS will be invoiced to ORDERING PARTY or credited to SUPPLIER in line with
the respective EXHIBIT Ax (PA) and EXHIBIT B (LSA).






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	8 of 29-












	 	 	Payments or credits shall be due no later than [*] days end of current month from the date of invoice. If the delay in receipt of
proper payment by SUPPLYING PARTY will be more than [*] then SUPPLIER shall have the right
to withhold future shipments.
	 
	 	 	If an invoice or credit note is disputed, ORDERING PARTY shall pay or credit the amount not
in dispute. ORDERING PARTY shall not be obliged to pay or credit the amount in dispute
until the dispute is resolved. No late payment charges shall be applied with regard to the
disputed portion of the payment/credit.
	 
	6	 	PURCHASE ORDERS, Delivery and Cancellation
	 
	6.1	 	PURCHASE ORDERS
	 
	 	 	ORDERING PARTY shall order PRODUCTS in writing or by telefax or electronic mail (e-mail) or
by Electronic Data Interchange (EDI), i2-based order management (if agreed upon), or if both
PARTIES agreed to vendor managed inventory, call-off via consumption data as defined in
EXHIBIT B (LSA). If not otherwise agreed and defined in this FPA, the PURCHASE ORDER shall
include the following:






	 	•	 	Date of issuance
	 
	 	•	 	PURCHASE ORDER number
	 
	 	•	 	SUPPLIER part number and/or SIEMENS part number
	 
	 	•	 	Quantity
	 
	 	•	 	Price
	 
	 	•	 	DELIVERY DATES
	 
	 	•	 	Shipping instructions and destination
	 
	 	•	 	Reference to this FPA
	 
	 	•	 	Invoice address
	 
	 	•	 	Contact person on ORDERING PARTY`s side






	 	 	In case a vendor managed inventory regime is agreed in EXHIBIT B (LSA), a special
PURCHASE ORDER is not needed, however, a FRAME ORDER shall be placed for electronic
order-processing purposes. The agreed stock level






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	9 of 29-












	 	 	with an additional call-off via consumption
data shall be deemed a PURCHASE ORDER with all related consequences thereof.
	 
	6.2	 	PURCHASE ORDER Acceptance
	 
	 	 	All PURCHASE ORDERS are subject to acceptance. SUPPLIER shall itself accept, as well as cause
any of its DESIGNATED SUBSIDIARIES to accept, any PURCHASE ORDER which is in conformity with
this FPA, and to fully comply with any and all terms and conditions set out in this FPA, as
if such DESIGNATED SUBSIDIARY were a PARTY to this FPA and as if any
obligations were direct obligations of such DESIGNATED SUBSIDIARY. PURCHASE ORDER acceptance
may only be withheld due to reasons of non-conformity with this FPA, or due to a FORCE
MAJEURE EVENT. Each PURCHASE ORDER shall be deemed to be accepted unless notice of
non-acceptance is communicated to ORDERING PARTY in writing or electronically via email
within [*] calendar days after receipt of the PURCHASE ORDER. Notwithstanding the foregoing,
in case of non-acceptance, ORDERING PARTY and SUPPLIER shall promptly discuss the further
procedure.
	 
	6.3	 	Cancellation
	 
	 	 	ORDERING PARTY shall have the right to






	 	(i)	 	postpone any PURCHASE ORDER up to 90 days without charge to ORDERING PARTY, or
	 
	 	(ii)	 	cancel any PURCHASE ORDER, wholly or partially, but SUPPLIER and ORDERING PARTY
shall mutually agree on   the cancellation charges for long lead time parts as indicated
in LSA .






	6.4	 	Delivery
	 
	6.4.1	 	The DELIVERY DATE shall indicate the date the PRODUCTS are to be received at the place of
destination named by ORDERING PARTY.
	 
	6.4.2	 	If a vendor managed inventory regime is agreed for a PRODUCT in EXHIBIT B (LSA), delivery
terms for such PRODUCT shall be [*].
	 
	6.4.3	 	Packing details shall be defined in the respective EXHIBIT Ax (PA).
Generally, packing of PRODUCTS for transport (including overseas shipment) and storage shall
be made by SUPPLIER in such a manner as to protect PRODUCTS from damage. Such packing
shall be included in the agreed prices and shall






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	10 of 29-












	 	 	comply with all applicable laws and regulations. If special packing is required for storage or extreme conditions, such
requirements shall be advised to SUPPLIER with the PURCHASE ORDER and may be priced
separately. The dimensions of packing shall be fundamentally suited to its contents in order to avoid
unused freight space.
	 
	6.5	 	Transfer of Risk and Title
	 
	 	 	Risk of loss, damage or destruction of PRODUCTS shall pass to ORDERING PARTY according to the
Incoterms as stated in Section 6.4 above.


Title to PRODUCTS, except SOFTWARE provided pursuant to the licensing provisions of this FPA,
shall pass to ORDERING PARTY simultaneously with transfer of risk.
	 
	6.6	 	Incoming Goods Inspection
	 
	 	 	ORDERING PARTY may, at its discretion, perform an incoming goods inspection. However, the
absence of any incoming goods inspection shall in no way affect or limit ORDERING PARTIES
rights under this FPA.
	 
	7	 	PRODUCT Life Cycle Support
	 
	 	 	Both PARTIES agree that high quality, reliability, and supply-chain excellence can only be
achieved through fostering cooperation and close collaboration at all process levels in the
spirit of partnership and open-book relationship.
	 
	7.1	 	Commitment to Deliver, Maintain and Enhance
	 
	 	 	SUPPLIER undertakes to maintain the capability to manufacture and supply each PRODUCT over a
period of at least seven (7) years following the effective date of the respective EXHIBIT Ax
(PA) according to the terms stipulated therein and to deliver each PRODUCT to ORDERING
PARTIES at then agreed prices.
	 
	7.2	 	PRODUCT Changes
	 
	 	 	PRODUCTS shall be fully compliant with the specifications in the relevant EXHIBIT Ax (PA) and
with the requirements defined in EXHIBIT D (QAA).
	 
	 	 	If SUPPLIER intends to make changes to a PRODUCT which may affect form, fit, function,
safety, reliability, performance, maintainability or any type-approval issue, SUPPLIER shall
notify PURCHASER. Thereupon, the PARTIES shall in good faith






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	11 of 29-












	 	 	discuss the consequences of such changes. Notwithstanding the aforesaid, SUPPLIER is only allowed to make such changes of the
PRODUCT specifications after a written approval of PURCHASER.
	 
	 	 	If PURCHASER requests a technical change in writing to a PRODUCT, SUPPLIER shall implement
such change following reconciliation between the PARTIES. Upon mutual agreement between the
Parties, any changes requested by the PURCHASER will require PURCHASER to pay all costs
related to implementing such changes, including tooling and associated fixturing.
Furthermore, any work in process (WIP) or finished good inventory (FGI) that has been
effectively obsoleted as a result of such change by PURCHASER shall be the sole
responsibility of the PURCHASER.
	 
	 	 	In case any such change to a PRODUCT does affect one or more specifications of the relevant
EXHIBIT Ax (PA), such specifications need to be updated by the originating PARTY prior to
performing changes to the PRODUCT itself. Further, all changes in respect of the PRODUCT must
be proven by sufficiently complete DOCUMENTATION commensurate with the nature of the change
(e.g. by a block or circuit diagram, calculation of performance relevant parameters, field change bulletin
relating to engineering, manufacturing or retrofitting).
	 
	 	 	In no event shall the delivery of a changed PRODUCT be made by SUPPLIER prior to
PURCHASER’s and SUPPLIER’s written consent to such changes. Such acceptance shall result from
PURCHASER’s compliance and type approval testing of corresponding prototypes, as well as from
review of all DOCUMENTATION related hereto.
	 
	7.3	 	Component’s End of Life
	 
	 	 	SUPPLIER agrees to notify PURCHASER in writing [*] months in advance of the end of life of
components incorporated in a PRODUCT, or to the best of SUPPLIER’s ability to notify. This
notification shall include clarification of technical alternatives to such components, as
well as PRODUCT availability.
	 
	7.4	 	SERVICE LEVEL AGREEMENT
	 
	 	 	SUPPLIER shall undertake to support and maintain each PRODUCT over a time period of [*]
years, following the date of delivery of the PRODUCT last delivered. For such time period the
regulations of Section 7.2 shall apply. The Parties shall






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	12 of 29-












	 	 	mutually agree to the scope of Maintenance and support for this time period in a separate agreement.
	 
	7.5	 	PRODUCT DOCUMENTATION
	 
	 	 	For BTP manufacturing of PURCHASER’s design, and at PURCHASER’s request, SUPPLIER shall make
available, free of charge, in the English language, all DOCUMENTATION which will enable
PURCHASER to produce its own set of documentation. Such DOCUMENTATION shall comprise of one






	 	(1)	 	set of electronic files of at least the following documents:

	 
	 	(i)	 	[*]
	 
	 	(ii)	 	[*]
	 
	 	(iii)	 	[*]
	 
	 	(iv)	 	[*]
	 
	 	(v)	 	[*]
	 
	 	(vi)	 	[*]
	 
	 	(vii)	 	[*]






	 	 	All DOCUMENTATION requested by PURCHASER shall comply both in form and in content with the
latest technical standards of the PRODUCT in question and shall be updated
accordingly in the event of changes.
	 
	 	 	PURCHASER shall be entitled to pass on to its customers all DOCUMENTATION received within the
scope of this FPA, as well as to use, to modify or adapt, to translate, to copy and to supply
such DOCUMENTATION.
	 
	8	 	Quality Assurance
	 
	 	 	General Global Quality Objectives:






	 	(i)	 	EXHIBIT D (QAA) shall be valid for world-wide material sourcing of PURCHASER.
	 
	 	(ii)	 	The quality of PRODUCTS delivered to each ORDERING PARTY shall be guaranteed by
SUPPLIER.
	 
	 	(iii)	 	Total Quality Management and continuous quality improvement shall be an
essential element of the fundamental rules of SUPPLIER.






	 	 	All further details are specified in EXHIBIT D (QAA).






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	13 of 29-












	9	 	Logistics
	 
	 	 	Both PARTIES agree that high quality, reliability, and supply-chain excellence can only be
achieved through fostering cooperation and close collaboration at all process levels in the
spirit of partnership and open-book relationship.

EXHIBIT B (LSA) sets out the regulations for such a partnership between PURCHASER and
SUPPLIER. It defines the steps needed to streamline and optimize planning and logistics.
	 
	10	 	SUPPLIER Rating and Improvement Program (Goal Agreement)
	 
	 	 	Not applicable
	 
	11	 	Open Book Policy
	 
	11.1	 	Disclosure of PRODUCT Data
	 
	 	 	SUPPLIER shall provide, upon PURCHASER’s request, the following data for each individual
PRODUCT under this FPA:






	 	(i)	 	[*]
	 
	 	(ii)	 	[*]
	 
	 	(iii)	 	[*]
	 
	 	(iv)	 	[*]






	11.2	 	Cost Reduction
	 
	 	 	Savings from cost reduction activities by the Parties with respect to any products shall be
mutually negotiated and shared by the PARTIES.
	 
	12	 	Protection of PURCHASER  ́s IPR and License Grant




For PRODUCTS containing IPRs of PURCHASER the following shall apply:





	12.1	 	Exclusivity






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	14 of 29-












	 	 	SUPPLIER, within the limitations contained in, and in accordance with, the terms of this FPA,
agrees to manufacture PRODUCTS exclusively for sale and delivery to ORDERING PARTIES. Subject
to the terms of this FPA, SUPPLIER specifically agrees and warrants not to sell to any third
party PRODUCTS.
	 
	12.2	 	License Grant to SUPPLIER
	 
	 	 	SUPPLIER is aware and acknowledges that the technical specifications provided by or on behalf
of PURCHASER contain patented and non patented Intellectual property rights (“IPRs”) of
PURCHASER and its licensors and that manufacturing of PRODUCTS
according to such technical specifications is only possible by making use of
such IPR.
	 
	 	 	Subject to the terms and conditions of this FPA, PURCHASER grants to SUPPLIER a
non-exclusive, non-transferable, royalty-free license, without the right to sublicense, in
such IPRs only for the purpose of manufacturing PRODUCTS for ORDERING PARTIES. All other
rights not expressly granted in this FPA are reserved. SUPPLIER shall not use or employ such
IPRs on any other product for any other purchaser except those products sold to ORDERING
PARTIES and/or third party beneficiaries as approved in advance by PURCHASER in writing.
	 
	 	 	SUPPLIER agrees and acknowledges that violation of this Section 12 is a material breach of
this FPA.
	 
	 	 	PURCHASER and its licensors shall retain full title to the IPRs and all copies thereof, and
SUPPLIER and its DESIGNATED SUBSIDIARIES may use the IPRs in accordance with this limited
license grant as contained in this Section 12. Without the prior written consent of
PURCHASER, SUPPLIER shall not make available to any third party IPRs that PURCHASER may, in
its sole discretion, deliver to SUPPLIER. SUPPLIER agrees that it will not modify,
decompile, reverse engineer, or otherwise use the IPRs without the express prior written
consent of PURCHASER.
	 
	 	 	PURCHASER is also aware and acknowledges that the products provided by SUPPLIER contain
patented and non patented Intellectual property rights (“IPRs”) of SUPPLIER and its licensors
and that manufacturing of PRODUCTS according to such technical specifications is only
possible by making use of such IPR. Subject






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	15 of 29-












	 	 	to the terms and conditions of this FPA, SUPPLIER grants to PURCHASER a non-exclusive, non-transferable,non-revocable, royalty-free
license, without the right to sublicense, in such IPRs only for the purpose of utilizing such
PRODUCTS in systems provide by the ORDERING PARTIES. All other rights not expressly granted
in this FPA are reserved. PURCHASER shall not use or employ such IPRs or share these
SUPPLIER IPRs with OTHER SUPPLIERS. PURCHASER
agrees and acknowledges that violation of this Section 12 is a material breach of this FPA.
	 
	 	 	In the event Purchaser desires to transfer IPR rights to an outsorced Contract and enable
third party use of SUPPLIER’s IPR, SUPPLIER shall have advance consent rights, which shall
however not be unreasonably withheld, and shall be intitled to negotiate differing supply
terms with the proposed third party transferee .
	 
	13	 	Software License Grant by SUPPLIER
	 
	 	 	SUPPLIER/DESIGNATED SUBSIDIARY hereby grants to ORDERING PARTY a non-exclusive,
non-transferable license, to copy and use the SOFTWARE for development, manufacturing,
installation, commissioning, testing purposes (also by SUBSIDIARIES, CONTRACT
MANUFACTURERS or subcontractors) and to distribute copies of the
SOFTWARE as a component
of a PRODUCT in object code form.
	 
	 	 	Sale of a PRODUCT (and licensing of each copy of the SOFTWARE
component of a PRODUCT)
by ORDERING PARTY will carry with it an implied license under the SOFTWARE [*] in a PRODUCT.
	 
	 	 	All right, title and interest in and to the SOFTWARE portions of the PRODUCTS remain in
SUPPLIER and its licensors. No title to or ownership of such SOFTWARE, or any modified part
thereof, is transferred to PURCHASER or any ORDERING PARTY under this FPA.
	 
	14	 	Confidential Information 
	 
	 	 	Each PARTY agrees that all business and technical information received from the other PARTY
in connection with this FPA and which this other PARTY expressly states to be confidential or
the confidential nature of which can be assumed on the






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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





 









 






					
	 
	 	CONFIDENTIAL
	 	16 of 29-












	 	 	basis of the circumstances (CONFIDENTIAL INFORMATION), will be maintained by the receiving PARTY in confidence and not
disclosed to any third party, provided, however, that such receiving PARTY may use such
CONFIDENTIAL INFORMATION for the purposes of this FPA or its EXHIBITS and
may disclose such CONFIDENTIAL INFORMATION to its officers, and those of its employees and
others under its control to whom disclosure is required for the purposes of this FPA, all of
whom, if not already done, will be bound in writing to undertake such PARTY’s obligations
hereunder.
	 
	 	 	The receiving PARTY additionally agrees to take all reasonable precautions to safeguard the
confidential nature of the disclosing PARTY’s CONFIDENTIAL INFORMATION, provided
however, that such receiving PARTY’s normal procedures for protecting its own confidential
information shall be deemed reasonable precautions, so long as such normal procedures amount
to no less than a commercially reasonable degree of care.
	 
	 	 	The receiving PARTY shall not be liable for disclosure and/or any use of such CONFIDENTIAL
INFORMATION insofar as such CONFIDENTIAL INFORMATION






	 	•	 	is in, or becomes part of, the public domain other than through a breach of this FPA
by such PARTY; or
	 
	 	•	 	is already known to the receiving PARTY at or before the time it receives the same
from the disclosing PARTY or is disclosed to the receiving PARTY by a third party as a
matter of right; or
	 
	 	•	 	is independently developed by the receiving PARTY without the benefit of such
information received from the disclosing PARTY; or
	 
	 	•	 	is disclosed and/or used by the receiving PARTY with the prior written consent of the
disclosing PARTY; or
	 
	 	•	 	is required to be disclosed by law or by any judicial order or decree, provided that,
so far as possible the receiving PARTY shall consult with the disclosing PARTY prior to
such disclosure and take such steps as the disclosing PARTY may reasonably require to
eliminate or reduce the scope of such requirement or to improve the conditions upon
which such disclosure is to be made.






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	17 of 29-












	 	 	Notwithstanding the above, the receiving PARTY has the right to disclose the disclosing
PARTY’s CONFIDENTIAL INFORMATION received under this FPA to






	 	•	 	ORDERING PARTIES, including CONTRACT MANUFACTURERS, and DESIGNATED
SUBSIDIARIES; or
	 
	 	•	 	its licensees and sublicensees insofar as it has the right to license or sublicense
same as set forth in this FPA and provided that the receiving PARTY requires such
licensee or sublicensee to undertake in writing secrecy and non-use obligations which
are at least as stringent as the ones set forth in this Section; or
	 
	 	•	 	its subcontractors insofar as it has the right to appoint the same as set forth in
this FPA and provided that the receiving PARTY requires such subcontractor to undertake
in writing secrecy and non-use obligations which are at least as stringent as the ones
set forth in this Section; or
	 
	 	•	 	its end customers insofar and to the extent and subject to such conditions (if any)
as is customary in this industry.






	15	 	Term and Termination 
	 
	15.1	 	EFFECTIVE DATE
	 
	 	 	This FPA shall commence on the EFFECTIVE DATE and shall apply
to all PURCHASE ORDERS
and FRAME ORDERS issued during the term of this FPA.
	 
	15.2	 	Renewal
	 
	 	 	This FPA shall expire three (3) years after the EFFECTIVE DATE. At the end of the fixed term,
this FPA shall extend automatically for further one (1) year periods without prior written
notice, unless nine (9) months prior to the end of the fixed term or any further one year
period, one PARTY notifies the other PARTY in writing that the FPA shall not be automatically
extended.
	 
	15.3	 	Termination
	 
	15.3.1	 	This FPA and any INDIVIDUAL AGREEMENT may be terminated at any time prior to
expiration by mutual consent of the PARTIES.
	 
	15.3.2.	 	This FPA and any INDIVIDUAL AGREEMENT may be terminated immediately






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	18 of 29-












	 	 	at any time by any PARTY in the event that the other PARTY becomes the subject of any
bankruptcy, insolvency or similar proceedings or is declared bankrupt or insolvent or
otherwise cannot fulfill its financial obligations.
	 
	15.3.3	 	Either PARTY may terminate this FPA and/or any INDIVIDUAL AGREEMENT for material breach
subject to a prior written notice to the other PARTY. Such notice shall specify the breach
complained of and allow the alleged defaulting PARTY to cure such
default within thirty (30) calendar
days. Failure to effect a cure within this thirty (30) calendar days notice period shall give the
non-defaulting PARTY the right to immediately terminate this FPA and/or the respective
INDIVIDUAL AGREEMENT.
	 
	15.3.4	 	This FPA and/or any INDIVIDUAL AGREEMENT may be terminated at any time by PURCHASER by
giving notice to SUPPLIER or its respective SUBSIDIARIES, if the SUPPLIER and/or its
respective SUBSIDIARIES come under direct or indirect control or direction or determinative
influence of any other entity competing with PURCHASER;
	 
	15.3.5	 	This FPA may be terminated by PURCHASER if within a reasonable timeframe no mutual agreement
can be achieved regarding one or more of the following EXHIBITS:






	 	•	 	LSA
	 
	 	•	 	QAA






	15.3.6	 	Any termination shall be made in writing according to Section below.
	 
	15.4	 	Effect of Termination
	 
	 	 	Notwithstanding any termination or expiry, this FPA shall remain in effect as to any
outstanding PURCHASE ORDERS accepted by SUPPLIER or any other obligations accrued prior to
the time of termination or expiry.
	 
	15.5	 	Survival
	 
	 	 	All provisions and obligations which shall survive by their nature shall remain applicable
and in full force after termination or expiry of this FPA.
	 
	16	 	Liability
	 
	16.1	 	Product Liability






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	19 of 29-












	 	 	Subject to the limitation of liability in the insurance clause herein, in the event a proven
defective product wholly the responsibility of SUPPLIER causes death or bodily injuries, to
third parties, SUPPLIER shall at its own expenses indemnify and hold harmelss Purchaser and
Ordering parties as provided by law. If a claim is made, Purchaser shall promptly notify
SUPPLIER in writing within [*] days and shall thereafter permit SUPPLIER to control the
litigation defense . Failure to promptly notify shall void this indemnity if it compromises
the defense.
	 
	16.2	 	Late Delivery
	 
	 	 	Time shall be of the essence in relation to all delivery deadlines. If SUPPLIER fails to meet
a DELIVERY DATE, ORDERING PARTY may, claim liquidated damages in the amount of [*] of the
value of the affected PURCHASE ORDER for each calendar week of delay, computed from the
DELIVERY DATE plus [*] days grace period, up to an aggregated payment per individual PURCHASE
ORDER of [*] of the value of the affected undelivered PURCHASE ORDER items. In addition,
SUPPLIER shall use the fastest way of transportation (i. e. express courier service or the
like) for the delayed delivery. Such transportation shall be arranged by and the cost shall
be borne by SUPPLIER
	 
	16.2.2	 	Cancellation due to Late Delivery
	 
	 	 	After [*] calendar days of delay, unless the delay is a result of changes/modifications
imposed by the PURCHASER, the ORDERING PARTY may cancel the affected PURCHASE ORDER
without setting a time limit or grace period. Upon request of ORDERING PARTY or PURCHASER
such quantities will be deducted from the forecasted and/or fixed volume of PRODUCTS.
	 
	16.2.3	 	Compensation of Damages due to Late Delivery
	 
	 	 	In case of cancellation as set out in Section 16.2.2, ORDERING PARTY shall be entitled to
receive, at SUPPLIER’s election, either :






	 	(i)	 	the difference in price between the PRODUCT to be delivered and an acceptable
alternative product of another source, including freight,
packing and insurance; or
	 
	 	(ii)	 	the design and manufacturing documentation package from the escrow established at
SUPPLIER expense Escrow DOCUMENTATION shall be in






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	20 of 29-






	 	 	 	English, in electronic format and such that competent second source manufacturer can successfully manufacture the
products.






	16.3	 	Infringement Indemnification
	 
	 	 	SUPPLIER, at its own expense, shall indemnify and hold harmless PURCHASER and
ORDERING PARTIES against any direct or indirect loss or damages sustained by
PURCHASER or any ORDERING PARTY as a result of a claim or action brought by any third party
for infringement of any intellectual property rights (patent right, copyright, mask work
right, trademark, trade secret or other intellectual property right of any third party) by
reason of the possession, manufacture, use, offer, import, export, or sale of the PRODUCT,
provided that PURCHASER/ORDERING PARTY






	 	•	 	gives SUPPLIER, without undue delay, written notice of such claim;
	 
	 	•	 	permits SUPPLIER to defend or settle the claim; and
	 
	 	•	 	provides SUPPLIER with assistance, information and authority necessary to defend or
settle the claim (SUPPLIER shall reimburse PURCHASER and/or ORDERING PARTY for
reasonable expenses incurred in providing such assistance and information).






	 	 	In the event that an adverse judgement or injunction is rendered or in the opinion of
SUPPLIER is likely to be rendered, SUPPLIER shall in addition to the aforesaid, at its
option,






	 	•	 	procure for ORDERING PARTY the right to continue to use the PRODUCTS; or
	 
	 	•	 	modify the PRODUCTS so they become non-infringing; or
	 
	 	•	 	provide replacements that perform the same functions as the PRODUCTS; or
	 
	 	•	 	[*].






	 	 	PURCHASER’s rights under this Section 16.3 are in addition to, and not in lieu of,
any other rights PURCHASER or ORDERING PARTY may have under this FPA, including any EXHIBIT,
as well as any INDIVIDUAL AGREEMENT and/or at applicable law.
	 
	16.4	 	Insurance
	 
	 	 	SUPPLIER shall, for the lifetime of the PRODUCTS, secure and maintain a third






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	21 of 29-












	 	 	party liability insurance, including product liability insurance, providing coverage for product
liability exposure for a maximum amount of [*] USD cumulative across all products ,
including negligence and strict liability, to third parties resulting from defective PRODUCTS
(such as design-, manufacture) supplied by SUPPLIER to ORDERING PARTY. On request of
PURCHASER, SUPPLIER shall provide a copy of the insurance policy.
	 
	17	 	Warranty 
	 
	17.1	 	General
	 
	 	 	SUPPLIER represents and warrants that the PRODUCTS shall be in conformance with the agreed
specifications, as described in the relevant EXHIBIT Ax, (PA) and with EXHIBIT D (QAA).
SUPPLIER further represents and warrants that the PRODUCTS are state of the art, newly
manufactured solely from new parts and are free from defects in design, material and
workmanship.
	 
	 	 	If SUPPLIER has doubts regarding the correctness of the specifications and/or the quality
requirements as defined in EXHIBIT C (QAA) for the PRODUCT, it shall inform PURCHASER
immediately in writing of the reservations.
	 
	17.2	 	Warranty Period
	 
	 	 	Due to the special requirements in the telecommunication industry the warranty period shall
run for [*] months from the receipt date of the PRODUCTS at the place of destination
	 
	17.3	 	Defects of PRODUCTS (Non-Conforming Units)
	 
	 	 	If PRODUCTS fail to conform with the defined specifications or the warranties, at option of
ORDERING PARTY and at no cost to ORDERING PARTY






	 	(i)	 	ORDERING PARTY may return non-conforming units to SUPPLIER and SUPPLIER shall at
ORDERING PARTY’s option repair or replace such non-conforming units or
	 
	 	(ii)	 	ORDERING PARTY may replace the non-conforming units with PRODUCTS in stock and
SUPPLIER shall promptly replenish such stock; or
	 
	 	(iii)	 	ORDERING PARTY may return the non-conforming units to SUPPLIER either for credit
or, upon ORDERING PARTY’s request, for a prompt refund of the purchase price ; or






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	22 of 29-












	 	(iv)	 	ORDERING PARTY may claim prompt replacement of the complete delivery lot if the
Failure Rate of Delivery Lot exceeds more than the agreed maximum stated in EXHIBIT C
(QAA); or
	 
	 	(v)	 	ORDERING PARTY may, if PARTYs agree that an epidemic failure is occurred, return
all units of the PRODUCT affected by such EPIDEMIC FAILURE, whether non-conforming or
not, to SUPPLIER either for credit or, upon ORDERING PARTY’s request, for a prompt
refund of the purchase price.






	 	 	In addition, ORDERING PARTY may itself repair PRODUCTS [*]. Generally, such repair shall be
carried out by ORDERING PARTY/[*] only to avoid or reduce further damages or disadvantages
for ORDERING PARTY, its customers or to avoid or reduce any obligation on the part of
SUPPLIER to provide compensation. In such cases, PURCHASER agrees that having a third party
modify PRODUCTS originally manufactured by the SUPPLIER shall immediately make the warranty
in Section 17 null and void.
	 
	17.4	 	Liability for Expenses
	 
	 	 	If ORDERING PARTY, due to defective PRODUCTS, incurs damages and expenses including costs
for notification, compensation, stoppages in production, installation and removal work,
defect tracing, tests, transport, business trips, recalls, labor, destruction and/or
improvement of inventory, SUPPLIER shall reimburse ORDERING PARTY subject to
limitation of liability or the the value of the affected PURCHASE ORDERS, whichever shall be
lower .
	 
	17.5	 	Exchange of Information
	 
	 	 	The PARTIES undertake to exchange immediately any information concerning possible damage
risks and any cases of damage that have already occurred. They undertake to work together
cooperatively in measures taken to avert risks to ensure that these measures are carried out
smoothly.
	 
	17.6	 	Other Rights
	 
	 	 	PURCHASER’S rights under this Section 17 shall not prejudice any other rights PURCHASER or
ORDERING PARTY may have under this FPA including any EXHIBITS, as well as INDIVIDUAL
AGREEMENTS and/or applicable law.






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	23 of 29












	18	 	General Provisions
	 
	 	 	The following general provisions shall apply to this FPA, including its EXHIBITS, as well as
any INDIVIDUAL AGREEMENT hereunder:
	 
	18.1	 	Notices
	 
	 	 	All notices or other communications required or permitted hereunder with regard to the
existence, interpretation, validity, termination etc. of this FPA to either PARTY shall be
deemed to have been duly given if in writing and delivered personally or mailed first class,
registered or certified mail, postage prepaid, to the PARTY’s addresses below:




if to SUPPLIER:



[*] Endwave Corporation

[*] Headquarters

or delegate

[*] 776 Palomar Avenue

[*] Sunnyvale, California 94085

[*] USA



with a copy to: Endwave Corporation

[*] Northeast Operation

[*]

or delegate

[*] 1 Technology Drive, Suite 310

[*] Andover, Massachusetts 01810

[*] USA



with a copy to: [*]

[*] Milan Office

[*]

or delegate

[*] [*]

[*] [*]

[*] Italia



if to Siemens:



Siemens Mobile Communications Spa

Mario Donati

Material Group Manager

SS. Padana Superiore km 158 20060 Cassina de’ Pecchi

Milan

Italy






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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





 









 






					
	 
	 	CONFIDENTIAL
	 	24 of 29-







with a copy to:

Siemens Mobile Communications Spa

Legal Department

Dr. Bruno Felice Duina

Via Piero e Alberto Pirelli, 10

20126 Milan

Italy





	 	 	The PARTIES hereby agree that with regard to this Section 19.1 in case of a change in
legislation, “in writing” shall only mean first class, registered or certified mail, postage
prepaid, unless otherwise explicitly agreed upon by the PARTIES.
	 
	18.2	 	Compliance with Laws
	 
	 	 	SUPPLIER represents and warrants that the PRODUCTS conform to the relevant legal
provisions and the regulations and guidelines of authorities. If, in individual, cases
deviations from these regulations become necessary, SUPPLIER must obtain written permission
from PURCHASER. In such case, SUPPLIER’s warranties shall apply to the changed requirements.
	 
	18.3	 	Assignment
	 
	 	 	Neither PARTY shall assign its rights or delegate its duties hereunder without the
prior written consent of the other PARTY, except to a third party pursuant to a merger, sale
of all or substantially all assets, or other corporate reorganization (however, save
to Section 16.3.4). Any attempted assignment or delegation not permitted hereunder shall be
void and of no effect.
	 
	18.4	 	Force Majeure
	 
	 	 	A PARTY shall not be in a material breach of any obligation under this FPA to the extent that
its performance is prevented by a FORCE MAJEURE EVENT. If a PARTY claims that a FORCE MAJEURE
EVENT has occurred affecting its performance, it shall promptly notify the other PARTY in
writing.
	 
	 	 	For the purpose of this FPA, “FORCE MAJEURE EVENT” shall be deemed to be any cause
affecting the performance of this FPA arising from or attributable to acts, events, omissions
or accidents beyond the reasonable control of the PARTY to perform and without limiting the
generality thereof shall include the following:






	 	•	 	strikes, lock-outs or other industrial action;






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	25 of 29-












	 	•	 	civil commotion, riot, invasion, war threat or preparation for war;
	 
	 	•	 	fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural
physical disaster;
	 
	 	•	 	general impossibility of the use of railways, shipping, aircraft, motor transport or
other means of public or private transport;
	 
	 	•	 	political interference with the normal operations of any PARTY, including export
restrictions.






	 	 	If the FORCE MAJEURE EVENT continues for a cumulative period
of ninety (90) days or more, either
PARTY may terminate this FPA and / or any INDIVIDUAL AGREEMENT immediately by giving the
other PARTY a written notice. Termination shall be effective upon
receipt of the notice.
If PURCHASER terminates, PURCHASER’s sole liability and SUPPLIER’s exclusive remedy under
this FPA or any INDIVIDUAL AGREEMENT will be payment by PURCHASER of any balance due for
PRODUCTS delivered by SUPPLIER before receipt of PURCHASER’s termination notice.
	 
	18.5	 	Waiver
	 
	 	 	The duly authorized waiver of the breach of any term, covenant or condition herein contained
shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition.
	 
	18.6	 	Captions
	 
	 	 	The captions in this FPA are inserted only for the purpose of convenient reference and in no
way define or limit the scope or intent of this FPA or any part of this FPA.
	 
	18.7	 	General Terms and Conditions
	 
	 	 	The terms and conditions of this FPA shall be applicable to and shall govern all INDIVIDUAL
AGREEMENTS entered into hereunder regardless of any reference whatsoever. General terms and
conditions as well as other pre-printed provisions on documents of either PARTY, including,
without limitation, PURCHASE ORDERS, acknowledgments of PURCHASE ORDERS (“General Terms
and Conditions”), shall not apply to this FPA and any agreement regarding its performance.
	 
	18.8	 	Press Releases






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	26 of 29-












	 	 	Press Releases containing informations about this FPA or its EXHIBITS are only allowed to
SUPPLIER after written permission by PURCHASER.
	 
	18.9	 	Export Control-, Customs Regulations
	 
	18.9.1	 	General
	 
	 	 	PRODUCTS and services are subject to customs regulations and to export control in
accordance with the export regulations, including but not limited to the export control
regulations of the Federal Republic of Germany, the European Union (EU), and/or the USA. The
requirements of export control cover also software, technology and know-how.
The PARTIES agree to comply with all applicable laws and regulations in that regard.
The PARTIES shall provide mutual assistance as required to comply with all such laws and
regulations.
	 
	18.9.2	 	Export by SUPPLIER
	 
	 	 	SUPPLIER shall be responsible for taking appropriate steps to obtain necessary export
licenses, if any, relating to the export of PRODUCTS to the location of ORDERING PARTY and/or
to the place of destination stated in the PURCHASE ORDER. SUPPLIER shall provide ORDERING
PARTY with copies of relevant export licenses.
	 
	18.9.3	 	Re-export by PURCHASER/ORDERING PARTY
	 
	 	 	SUPPLIER shall provide to PURCHASER/ORDERING PARTY, on request of
PURCHASER/ORDERING PARTY, without undue delay, for each PRODUCT any data/documents
PURCHASER/ORDERING PARTY needs in order to comply with the laws and regulations above.
	 
	 	 	Data and documents requested refer to the conditions of export-/re-export licenses
(classifications in German / EU / US export regulations, so called AL No, ECCN No), the
customs commodity code, net and gross weight, the origin of PRODUCTS (LKZ) (including
certificates of origin) and, from case to case, to customs preference regulations (e.g. FORM
A, EUR1).
	 
	 	 	In case of phase in or modifications of a PRODUCT or a part thereof, SUPPLIER shall provide
all PRODUCT data and export control data to PURCHASER/ORDERING PARTY in advance.






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	27 of 29-












	 	 	In case of change of any PRODUCT data or export control data PURCHASER/ORDERING PARTY shall
be informed immediately by SUPPLIER.
	 
	 	 	In case of changes to the certificate of origin, SUPPLIER shall send an updated certificate
immediately or if requested by PURCHASER within [*] hours in written form. Such
certificate shall be provided by SUPPLIER yearly automatically.
In case of an emergency situation, if data were not already provided by SUPPLIER within the
regular procedure as described above, SUPPLIER shall provide such missing data, upon
PURCHASER`s/ORDERING PARTY`s request, within [*] electronically.
	 
	 	 	SUPPLIER shall be held liable for any expenses or damages incurred by ORDERING PARTY due to
the culpable lack, or inaccuracy or delay of said data and documents, if such expenses or
damages are attributable to SUPPLIER.
	 
	18.10	 	Severability
	 
	 	 	If any provision of this FPA is held invalid or unenforceable under any applicable law or be
so held by applicable court decision, the PARTIES agree that such invalidity or
unenforceability shall not affect the validity and enforceability of the remaining provisions
and further agree to substitute for the invalid or unenforceable provision a valid or
enforceable provision which most closely approximates the intent and economic effect of the
invalid provision within the limits of applicable law or applicable court decisions.
	 
	18.11	 	Governing Law
	 
	 	 	This FPA as well as any individual PURCHASE ORDER entered into thereunder shall be
governed by and construed in accordance with the laws of the [*] without any reference to
the conflict of law rules. The PARTIES agree that the provisions of the Convention on
Contracts for the International Sale of Goods (CISG) shall not apply to this FPA.
	 
	18.12	 	Mediation
	 
	 	 	In the event of any dispute arising out of or in connection with the present contract,
the parties agree to submit the matter to settlement proceedings under the ICC ADR Rules of
the ICC Paris. If the dispute has not been settled pursuant to the said Rules within 45 days
following the filing of a Request for ADR or within such other period as the parties may
agree in writing, such dispute shall be finally settled under the Rules of Arbitration of the






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	28 of 29-












	 	 	International Chamber of Commerce in Paris by one or more arbitrators appointed in accordance
with the said Rules of Arbitration.
	 
	 	 	The seat of the Mediation and Arbitration shall be Zurich, Switzerland. The procedural law
of Switzerland shall apply where the Rules are silent. The language to be used in the
mediation or the arbitration shall be English. The mediation agreement and/or the arbitral
award shall be substantiated in writing.
	 
	18.13	 	Entire FPA
	 
	 	 	This FPA (including its EXHIBITS) sets forth the entire agreement and understanding between
the PARTIES as to the subject matter hereof and merges all prior discussions between them.
Neither of the PARTIES shall be bound by any
conditions, definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly provided herein or as duly set
forth on or subsequent to the date of acceptance hereof in writing and signed by an
authorized representative of the PARTY to be bound thereby.
	 
	18.14	 	PURCHASER’s Divisions
	 
	 	 	The PARTIES understand and agree that this FPA shall not affect any existing or future
business relationship SUPPLIER may have or may enter into with other Siemens Groups.
SUPPLIER shall inform PURCHASER promptly of any such currently existing or future
relationship(s).
	 
	18.15	 	No Agency or Joint Venture
	 
	 	 	Neither of the PARTIES nor any of their respective agents, employees, independent
contractors, or representatives shall:






	 	•	 	be considered an agent, employee or representative of the other PARTY for any purpose
whatsoever,
	 
	 	•	 	have authority to make any agreement or commitment for the other PARTY, or to incur
any liability or obligation in the other PARTY’s name or on its behalf, or
	 
	 	•	 	represent to third parties that they have any right so to bind the other PARTY
hereto.






	 	 	Nothing contained in this Agreement shall be construed as creating an agency, partnership or
joint venture relationship between the PARTIES.
	 
	18.16	 	Order of Precedence
	 
	 	 	The documents listed below form part of this FPA and in the event of discrepancies shall be
valid in the following order of precedence:






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	29 of 29-












	 	•	 	[*]
	 
	 	•	 	[*]
	 
	 	•	 	[*]
	 
	 	•	 	[*]






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 






					
	 
	 	CONFIDENTIAL
	 	30 of 29-





IN WITNESS WHEREOF, each of the PARTIES hereto have caused this FPA to be signed in duplicate
by its respective duly authorized representatives on the dates and at the places mentioned below.




	 	 	 	 	 	 	 
	Place, Date :Sunnyvale, California 10/13/05	 	 	 	Place, Date : Milano, 12/1/06
	 
	 	 	 	 	 	 
	Endwave Corporation	 	 	 	Siemens Mobile Communications Spa
	/s/
Steve Layton 
	 	 	 	 	 	/s/ Iannetti Pratschke 
	 

	 	 	 	 	 	 
	signature(s)

	 	 	 	 	 	signatures
	S. Layton
	 	 	 	 	 	IANNETTI PRATSCHKE 
	 

	 	 	 	 	 	 
	printed name(s) printed names
	 	 	 	 	 	 
	Vice-President
& General Manager 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	title(s)

	 	 	 	 	 	titles






					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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




 









 








					
	 
	 	CONFIDENTIAL
	 	31 of 29-






This page left intentionally blank




					
	 	 	 	 	 
	FPA Endware
	 	[*]
	 	 
	 
	 	[*]	 	 





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





 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	1 of 16






EXHIBIT B            LOGISTICS SERVICE AGREEMENT (“LSA”)



to the



Frame Purchase Agreement



(“FPA”)



(Contract No.: A.Q. 5.90010)




LSA EFFECTIVE DATE: January 16th, 2006




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	2 of 16






TABLE OF CONTENT:




	 	 	 	 	 	 	 
	1
	 	DEFINITION	 	 	4	 
	2
	 	SCOPE OF THIS LSA	 	 	6	 
	3
	 	TERM AND TERMINATION OF THIS LSA	 	 	6	 
	3.1
	 	LSA EFFECTIVE DATE	 	 	6	 
	3.2
	 	TERMINATION	 	 	6	 
	4
	 	PRODUCT(S) COVERED BY THIS LSA	 	 	6	 
	5
	 	LOCATIONS OF THE PARTIES	 	 	7	 
	5.1
	 	SUPPLIER LOCATIONS	 	 	7	 
	5.2
	 	ORDERING PARTY LOCATIONS	 	 	7	 
	6
	 	TERMS OF THIS LSA	 	 	7	 
	6.1
	 	SUPPLY CLASSES	 	 	7	 
	6.2
	 	SERVICE LEVELS	 	 	9	 
	6.3
	 	FORECAST	 	 	11	 
	6.4
	 	BUFFERING	 	 	12	 
	6.5
	 	ORDER PROCESSING, CALL-OFF AND REPLENISHMENT	 	 	13	 
	6.6
	 	MANAGING EXCEPTIONS	 	 	15	 
	6.7
	 	PHASE-IN AND PHASE-OUT	 	 	15	 
	6.8
	 	PROCESS AND OPERATIONS MODEL	 	 	16	 
	6.9
	 	CONTACT AND STAND-IN REGULATIONS	 	 	16	 
	7
	 	COMPONENTS OF THIS LSA	 	 	16	 






LIST OF ANNEXES:




GENERAL ANNEXES




ANNEX A CONTACT PERSONS

ANNEX B FORECAST AND FLEXIBILITY CORRIDOR

ANNEX C PROCESS AND OPERATIONS MODEL

ANNEX D MINIMUM DOCUMENTATION REQUIREMENTS

ANNEX E LOCATIONS OF THE PARTIES

ANNEX F CONSIGNMENT STOCK TERMS




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	3 of 16






SPECIFIC ANNEXES PER ORDERING PARTY LOCATION




ANNEX G STAND-IN REGULATIONS

ANNEX H LIST OF SR PRODUCTS

ANNEX I LIST OF DR-1 PRODUCTS

ANNEX J LIST OF DR-2 PRODUCTS

ANNEX K STOCK LEVELS RELATED TO SR PRODUCTS

ANNEX L STOCK LEVELS RELATED TO DR-1 PRODUCTS

ANNEX M STOCK LEVELS RELATED TO DR-2 PRODUCTS

ANNEX N GOODS RECEIVING

ANNEX O LOCATION SPECIFIC AMENDMENT




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	4 of 16





WHEREAS, the PARTIES have signed a FPA regarding the delivery of PRODUCT(S) by SUPPLIER to ORDERING
PARTY, and



WHEREAS, the SUPPLIER is known by PURCHASER to be a quality-conscious and reliable manufacturer of
products for mobile radio infrastructure, and



WHEREAS, the PARTIES agree that high quality, reliability and supply-chain excellence can only be
achieved through fostering cooperation and close collaboration at all process levels in the spirit
of partnership and open-book relationship, and



WHEREAS, the PARTIES agree that by implementing this agreement they will move towards supply-chain
excellence through defining service levels, stock and forecasting rules, logistic requirements and
performance measurements;



NOW, THEREFORE, the PARTIES agree as follows:




1 DEFINITION



The following terms are integral to this LSA and to any PURCHASE ORDER or FRAME ORDER related to
this LSA and shall have the following meaning:





	1.1	 	The term “ANNEX” shall mean any annex attached to this LSA, thus representing an integral
part thereof.
	 
	1.2	 	The term “CONSIGNMENT STOCK” also named as “CS” shall mean a stock of PRODUCTS owned by
SUPPLIER or by a DESIGNATED SUBSIDIARY and located near by or at a ORDERING PARTY LOCATION as
specified in ANNEX K (Stock Levels) and ANNEX F (CONSIGNMENT STOCK Terms).
	 
	1.3	 	The term “DIRECT REPLENISHMENT 1” also named as “DR-1” shall mean a specific logistic supply
class as defined in this LSA.
	 
	1.4	 	The term “DR-1 PRODUCT” shall mean a PRODUCT for which the supply class DIRECT REPLENISHMENT
1 is defined by this LSA.
	 
	1.5	 	The term “DIRECT REPLENISHMENT 2” also named as “DR-2” shall mean a specific logistic supply
class as defined in this LSA.
	 
	1.6	 	The term “DR-2 PRODUCT” shall mean a PRODUCT for which the supply class DIRECT REPLENISHMENT
2 is defined in this LSA.
	 
	1.7	 	The term “DISTRIBUTION CENTER” also named as “DC” shall mean a stock of PRODUCTS owned by
SUPPLIER or by a DESIGNATED SUBSIDIARY from which PRODUCTS are supplied to at least one
ORDERING PARTY LOCATION. Such DC shall be located in the geographical area of the ORDERING
PARTY LOCATIONS it supplies to and there shall be no customs duty handling required for such
supply.





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	5 of 16







	1.8	 	The term “FLEXIBILITY CORRIDOR” shall mean a limited area of delivery flexibility versus time
and shall be calculated in accordance with ANNEX B of this LSA.
	 
	1.9	 	The term “FORECAST° shall mean the forecast procedure as described in this LSA
	 
	1.10	 	The term “EDI” shall mean a specific way of electronic data interchange between ORDERING
PARTY and SUPPLIER or DESIGNATED SUBSIDIARY as required by this LSA.
	 
	1.11	 	The term “LOCAL BUFFER” shall mean a stock of PRODUCTS owned by ORDERING PARTY and located
near by or at ORDERING PARTY LOCATION.
	 
	1.12	 	The term “LSA EFFECTIVE DATE” shall mean the date mentioned first above.
	 
	1.13	 	The term “PHASE IN” also named as “RAMP UP” shall mean the limited time period agreed by the
PARTIES during which SUPPLIER and/or DESIGNATED SUBSIDIARY prepares itself for production and
delivery of a PRODUCT as defined by a service level of this LSA.
	 
	1.14	 	The term “PHASE OUT” also named as “RAMP DOWN” shall mean the time period during which the
delivery quantity of a PRODUCT decreases to zero (0) either planned by PURCHASER and agreed by
the PARTIES or due to unforeseeable requirements of PURCHASERS market.
	 
	1.15	 	The term “ORDERING PARTY LOCATION” shall mean any location of ORDERING PARTY relevant for the
implementation of the replenishment classes.
	 
	1.16	 	The term “STANDARD REPLENISHMENT” also named as “R” shall mean a specific logistic supply
class as defined in this LSA.
	 
	1.17	 	The term “SUPPLIER DELIVERY LEAD TIME” also named as “SDLT” shall mean the time in calendar
days between the date of the receipt of PURCHASE ORDER at SUPPLIER or call off from SUPPLIER
STOCK by ORDERING PARTY and the receipt of the PRODUCT at the ORDERING PARTY location or the
PRODUCT arrival at the place of consumption.
	 
	1.18	 	The term “SR PRODUCT” shall mean a PRODUCT for which the supply class STANDARD REPLENISHMENT
is defined by this LSA.
	 
	1.19	 	The term “SUPPLIER LOCATION” shall mean any location of SUPPLIER or DESIGNATED SUBSIDIARIES
accepted by PURCHASER for manufacturing, stocking and/or distribution of the PRODUCT(S) under
the FPA.
	 
	1.20	 	The term “SUPPLIER STOCK” shall mean a stock of PRODUCT(S) owned by SUPPLIER or by a
DESIGNATED SUBSIDIARY and located near by or at a SUPPLIER LOCATION. Such SUPPLIER STOCK shall
buffer PRODUCT(S) in higher quantity than the cumulated PRODUCT quantity pulled by all
ORDERING PARTYS.




In addition to the above Definitions, all Definitions made in the FPA shall apply to this LSA.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	6 of 16






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	7 of 16






2 SCOPE OF THIS LSA





	2.1	 	To define the contribution of the PARTIES to an integrated supply chain with best-in class
performance levels.
	 
	2.2	 	The formalization of all logistic processes between SUPPLIER and/or DESIGNATED SUBSIDIARY and
PURCHASER and/or ORDERING PARTY and all information related hereto shall be subject to the
terms and conditions of this LSA.
	 
	2.3	 	To set-up collaboration rules for such logistic processes.





3 TERM AND TERMINATION OF THIS LSA





	3.1	 	LSA EFFECTIVE DATE




This LSA shall commence on the LSA EFFECTIVE DATE and shall apply to all PURCHASE ORDERS and FRAME
ORDERS issued after the LSA EFFECTIVE DATE.





	3.2	 	Termination




In case of termination of the FPA this LSA shall automatically also terminate at the same time. The
regulations of Article 16 of the FPA shall correspondingly apply to this LSA.




4 PRODUCT(S) COVERED BY THIS LSA



This LSA covers all PRODUCTS listed in ANNEX H, ANNEX I and ANNEX J hereto. A new PRODUCT will be
added to this LSA only after the appropriate service level has been agreed between PURCHASER and
SUPPLIER.



The criteria for application of the regulations of this LSA to a PRODUCT are as following:





	(i)	 	Existence of a respective PA
	 
	(ii)	 	Qualification by PURCHASER for series production achieved




PURCHASER and SUPPLIER will review, at least on a quarterly basis, the status of PRODUCTS included
in this LSA.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	8 of 16






5 LOCATIONS OF THE PARTIES



5.1 SUPPLIER LOCATIONS



All SUPPLIER LOCATIONS shall be listed in ANNEX E of this LSA.



A new SUPPLIER LOCATION shall be added to this LSA only after mutual agreement between the PARTIES
and acceptance of such SUPPLIER LOCATION by PURCHASER.



Deletion of a SUPPLIER LOCATION from this LSA shall be based on a mutual agreement between the
PARTIES.




5.2 ORDERING PARTY LOCATIONS



All ORDERING PARTY LOCATIONS (including CONSIGNMENT STOCK locations) shall be listed in ANNEX E of
this LSA.



PURCHASER shall be allowed to add a new ORDERING PARTY LOCATION to and to delete an existing
ORDERING PARTY LOCATION from ANNEX E of this LSA at any time. In case of such adding or deletion
SUPPLIER shall be informed by PURCHASER at least six (6) weeks in advance and the PARTIES shall
discuss in good faith all influence on the integrated supply chain.




6 PROVISIONS OF THIS LSA



6.1 Supply Classes



Different supply processes shall be put in place between PURCHASER and SUPPLIER to provide the
agreed service levels as described in Article 6.2 below. Such different supply processes are
defined by supply classes as following:



6.1.1 Supply Class STANDARD REPLENISHMENT



[*]



Operating principles for a SR-PRODUCT shall be:





	 	•	 	vendor managed inventory
	 
	 	•	 	issuance of a FRAME ORDER
	 
	 	•	 	FORECAST from PURCHASER as per Article 6.3 below
	 
	 	•	 	ship to stock delivery by SUPPLIER into a CONSIGNMENT STOCK as specified in ANNEX F





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	9 of 16







	 	•	 	SUPPLIER calculates the trigger for on time replenishment (replenishment planning)
via consumption data and stock level from the CONSIGNMENT STOCK (Min/Max Levels)
	 
	 	•	 	SUPPLIER DELIVERY LEAD TIME no longer than one (1) week
	 
	 	•	 	defined service level as per Article 6.2.1 below
	 
	 	•	 	performance measurement as per Article 6.2.1 below
	 
	 	•	 	payment as per ANNEX C




6.1.2 Supply Class DIRECT REPLENISHMENT 1



[*]



Operating principles for DR-1 PRODUCTS shall be:





	 	•	 	vendor managed inventory
	 
	 	•	 	issuance of a FRAME ORDER or call-of via PURCHASER ORDER
	 
	 	•	 	FORECAST from PURCHASER as per Article 6.3 below
	 
	 	•	 	SUPPLIER STOCK and/or DISTRIBUTION CENTER
	 
	 	•	 	ship to stock delivery by SUPPLIER into a LOCAL BUFFER
	 
	 	•	 	regular delivery frequency
	 
	 	•	 	defined service level as per Article 6.2.2 below
	 
	 	•	 	performance measurement as per Article 6.2.2 below
	 
	 	•	 	payment as per ANNEX C




6.1.3 Supply Class DIRECT REPLENISHMENT 2



[*]



Operating principles for a DR-2 PRODUCT shall be:





	 	•	 	FORECAST from PURCHASER as per Article 6.3 below
	 
	 	•	 	delivery by SUPPLIER at the location specified in the respective PURCHASE ORDER
	 
	 	•	 	call-off via PURCHASE ORDERS
	 
	 	•	 	confirmation of PURCHASER ORDERS by SUPPLIER
	 
	 	•	 	no specific stocks defined by this LSA
	 
	 	•	 	defined service level as per Article 6.2.3 below
	 
	 	•	 	performance measurement as per Article 6.2.3 below
	 
	 	•	 	payment as per ANNEX C





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	10 of 16





6.2 Service Levels



6.2.1 Service Level for STANDARD REPLENISHMENT



SUPPLIER shall meet the following criteria and both PARTIES agree to monitor the following
performance metrics each month:




	 	 	 
	Material/replenishment planning

	 	under full responsibility of SUPPLIER
	 
	 	 
	Contact Persons and stand-in
regulation in place

	 	according to ANNEX A and ANNEX I
	 
	 	 
	Early-warning system in place

	 	according to Article 6 6.1 below






	 	 	 
	Metric	 	SUPPLIER Commitment
	CONSIGNMENT STOCK

	 	SUPPLIER maintains the stock level at
any time within the minimum and maximum
stock level defined in ANNEX K by
refilling the CONSIGNMENT STOCK up to
the maximum stock level on each
delivery
	 
	 	 
	Caused line-breakdown

	 	zero (0) times at ORDERING PARTY
	 
	 	 
	Minimum inventory violation

	 	zero (0) times at CONSIGNMENT STOCK,
meaning the stock level must not fall
below the minimum stock level defined
in ANNEX K





Any violation of the minimum stock level at CONSIGNMENT STOCK or any caused line-break-down at
ORDERING PARTY shall be deemed as a DELIVERY DATE not met by SUPPLIER and thus shall be regarded as
a late delivery like provided for in the FPA.




6.2.2 Service Level for DIRECT REPLENISHMENT 1




SUPPLIER shall meet the following criteria and both PARTIES agree to monitor the following
performance metrics each month:




	 	 	 
	Material/replenishment planning

	 	under full responsibility of SUPPLIER
	 
	 	 
	Contact Persons and stand-in
regulation in place

	 	according to ANNEX A and ANNEX I
	 
	 	 
	Early-warning system in place

	 	according to Article 6.6.1 below






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	11 of 16






	 	 	 
	Metric	 	SUPPLIER Commitment
	Maximum SDLT

	 	as defined in ANNEX L.
	 
	 	 
	LOCAL BUFFER

	 	SUPPLIER maintains the stock level at any time within the
minimum and maximum stock level defined in ANNEX L by
refilling the LOCAL BUFFER up to the maximum stock level on
each delivery or delivers according to the call-offs via
PURCHASER ORDERS
	 
	 	 
	On-time delivery


	 	 

	 
	 	 
	
Emergency replenishment

	 	meet the determined delivery time slot at each day of delivery
as specified in ANNEX L
	 
	 	 
	SUPPLIER STOCK and/or DC

	 	SUPPLIER maintains the stock level at any time according to
ANNEX L
	 
	 	 
	Caused line-break-down

	 	zero (0) times at ORDERING PARTY
	 
	 	 
	Minimum inventory violation

	 	zero (0) times at BUFFER
STOCK, meaning the stock level 

must not fall below the minimum stock level defined in ANNEX L





Any violation of the minimum stock level at LOCAL BUFFER, any caused line-break-down at ORDERING
PARTY or any non-successful emergency replenishment shall be deemed as a DELIVERY DATE not met by
SUPPLIER and thus shall be regarded as a late delivery like provided for in the FPA.




6.2.3 Service Level for DIRECT REPLENISHMENT 2




SUPPLIER shall meet the following criteria and both PARTIES agree to monitor the following
performance metrics each month:




	 	 	 
	Ordering/replenishment planning

Stock

	 	under full responsibility of each ORDERING PARTY
according to ANNEX M
	 
	 	 
	Contact Persons and Stand-in
regulation in place

	 	according to ANNEX A and ANNEX I
	 
	 	 
	Early-warning system in place

	 	according to Article 6.6.1 below






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	12 of 16






	 	 	 
	Metric	 	SUPPLIER Commitment
	Maximum SDLT

	 	according to ANNEX M
	 
	 	 
	On-time delivery

	 	to meet the DELIVERY DATE as per PURCHASE ORDER
	 
	 	 
	Material availability

	 	according to FORECAST and FLEXIBILITY CORRIDOR
	 
	 	 
	Caused line-break-down

	 	zero (0) times at ORDERING PARTY





Any missed on-time delivery or any caused line-break-down at ORDERING PARTY shall be deemed as a
DELIVERY DATE not met by SUPPLIER and thus shall be regarded as a late delivery like provided for
in the FPA.




6.3 FORECAST



A FORECAST is a planning tool intended to improve the demand visibility for a period of at least
six (6) months. The FORECAST together with the respective FLEXIBILITY CORRIDOR as defined in ANNEX
B shall reflect the cumulative demand of a PRODUCT by all ORDERING PARTIES as predicted by
PURCHASER, status as of the date of issue.



PURCHASER shall issue such FORECAST at least [*] and shall send it to SUPPLIER electronically. The
FORECAST last issued by PURCHASER shall supersede all FORECASTS issued before.



SUPPLIER shall give feedback to PURCHASER regarding feasibility of the FORECAST via e-mail within
[*] working days from receipt of such FORECAST, otherwise such FORECAST shall be deemed as
accepted.



In case the demand of PURCHASER/ORDERING PARTIES is higher than specified by the FLEXIBILITY
CORRIDOR both PARTIES shall mutually agree on a solution.




6.3.1 FORECAST for SR PRODUCTS



The quantities shown in the FORECAST as per ANNEX B are planned gross demands. The FORECAST
together with the respective FLEXIBILITY CORRIDOR shall be used as a guideline and planning tool by
SUPPLIER to manage his production and to replenish each CONSIGNMENT STOCK. The FORECAST is binding
with regard to the quantities and the validity of defined flexibility, but is not binding with
regard to the chronological demand. SUPPLIER must take the flexibility range shown in ANNEX B into
consideration when using the FORECAST.



The replenishment of a CONSIGNMENT STOCK shall be consumption driven only.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	13 of 16






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	14 of 16






6.3.2 FORECAST for DR-I PRODUCTS



The quantities shown in the FORECAST as per ANNEX B are planned gross demands. The FORECAST
together with the respective FLEXIBILITY CORRIDOR shall be used as a guideline and planning tool by
SUPPLIER to manage his production, his SUPPLIER STOCK and/or DISTRIBUTION CENTERS and to replenish
each LOCAL BUFFER. The FORECAST is binding with regard to the quantities and the validity of
defined flexibility, but is not binding with regard to the chronological demand. SUPPLIER must take
the flexibility range shown in ANNEX B into consideration when using the FORECAST.



The replenishment of a LOCAL BUFFER shall be consumption driven only.




6.3.3 FORECAST for DR-2 PRODUCTS



The quantities shown in the FORECAST as per ANNEX B are planned gross demands. The FORECAST
together with the respective FLEXIBILITY CORRIDOR shall be used as a guideline and planning tool by
SUPPLIER to manage his production and to guarantee the defined SDLT. SUPPLIER must take the
FLEXIBILITY CORRIDOR shown in ANNEX B into consideration when using the FORECAST. Delivery shall be
based on individual PURCHASE ORDERS only.




6.4 Buffering



6.4.1 Buffering for SR PRODUCTS



SUPPLIER agrees to build up and maintain an agreed stock level of SR PRODUCTS on each CONSIGNMENT
STOCK. The stock levels agreed for each CONSIGNMENT STOCK are listed in ANNEX K.



Both PARTIES agree to revise and adjust ANNEX K at least quarterly in order to adapt the stock
levels to changes in demand requirements.




6.4.2 Buffering for DR-1 PRODUCTS



SUPPLIER agrees to build and carry a SUPPLIER STOCK and/or at least one DISTRIBUTION CENTER
dedicated to DR-1 PRODUCTS. The agreed stock levels are listed in ANNEX L.



SUPPLIER agrees to maintain the stock levels in the SUPPLIER STOCK and/or DISTRIBUTION CENTERS, as
listed in ANNEX L, at all times. SUPPLIER is responsible for all aspects of managing the SUPPLIER
STOCK and/or DISTRIBUTION CENTERS including, but not limited to, planning, carrying costs and
replenishment.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	15 of 16





SUPPLIER shall report the stock levels held in the SUPPLIER STOCK and DISTRIBUTION CENTERS to
PURCHASER and ORDERING PARTY at least once a month. This data is necessary for PURCHASER and
ORDERING PARTY to execute material availability calculations. PURCHASER reserves the right to
inspect the SUPPLIER STOCK and the DISTRIBUTION CENTERS at any time with twenty four (24) hour
prior written notice to SUPPLIER.



Furthermore, SUPPLIER guarantees to replenish and maintain the agreed stock levels of each LOCAL
BUFFER, as per ANNEX L, at all times.



Both PARTIES agree to revise and adjust ANNEX L at least quarterly in response to changes in demand
requirements. Notwithstanding the above, ORDERING PARTY shall be allowed to revise and adjust the
stock levels of each LOCAL BUFFER monthly.




6.4.3 Buffering for DR-2 PRODUCTS



No specific SUPPLIER STOCK is defined in this LSA, see ANNEX M.




6.5 Order Processing, Call-Off and Replenishment




6.5.1 Order Processing, Call-Off and Replenishment for SR



ORDERING PARTY shall place a FRAME ORDER per each SR PRODUCT. Such FRAME ORDER shall be for
order-processing purposes only, and shall not represent a volume/price commitment on the part of
ORDERING PARTY.



The call-off of a SR PRODUCT shall be initiated by consuming such SR PRODUCT from the CONSIGNMENT
STOCK, i.e. by decreasing the stock level. ORDERING PARTY shall daily provide consumption and
inventory data per each SR PRODUCT. Such data shall be exchanged electronically between SUPPLIER
and ORDERING PARTY. SUPPLIER shall manage the delivery process in such way that the stock level of
the CONSIGNMENT STOCK will never fall below the agreed minimum stock level. The CONSIGNMENT STOCK
must not be replenished beyond the agreed maximum stock level listed in ANNEX K.



If the quantity of a SR PRODUCT consumed from the CONSIGNMENT STOCK is not covered by the
respective FORECAST and FLEXIBILITY CORRIDOR, SUPPLIER shall inform ORDERING PARTY within [*] after
receipt of the consumption and inventory data. Further, if SUPPLIER is not able to replenish
according to the agreed minimum level as per ANNEX K, SUPPLIER shall inform ORDERING PARTY within
[*] after receipt of the consumption and inventory data.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	16 of 16





ORDERING PARTY” shall pay for each SR PRODUCT consumed from the CONSIGNMENT STOCK the price valid
on the date of the respective credit note.




6.5.2 Order Processing, Call-Off and Replenishment for DR-1



ORDERING PARTY shall place a FRAME ORDER per each DR-1 PRODUCT. Such FRAME ORDER shall be for
order-processing purposes, and shall not represent a volume/price commitment on the part of
ORDERING PARTY.



The call-off of a DR-1 PRODUCT shall be initiated by consuming such DR-1 PRODUCT from the LOCAL
BUFFER, i.e. by decreasing the stock level. ORDERING PARTY shall daily provide consumption and
inventory data per each DR-1 PRODUCT. Such data shall be exchanged electronically between SUPPLIER
and ORDERING PARTY.



SUPPLIER shall manage the stock levels of his SUPPLIER STOCK and/or DISTRIBUTION CENTERS and shall
trigger regular deliveries in such way that the stock level of each LOCAL BUFFER is maintained in
between the minimum and maximum stock level as defined in ANNEX L. Such regular deliveries shall
replenish each LOCAL BUFFER up to the maximum stock level by using full transportation units.



If SUPPLIER is not able to replenish each LOCAL BUFFER according to the agreed levels as per ANNEX
L, SUPPLIER shall inform all ORDERING PARTY affected within one (1) working day after receipt of
the consumption and inventory data



ORDERING PARTY shall pay for each DR-1 PRODUCT received in the LOCAL BUFFER the price valid on the
date of the respective credit note.




6.5.3 Order Processing, Call-Off and Replenishment for DR-2



ORDERING PARTY shall issue a PURCHASE ORDER to call off a DR-2 PRODUCT.



SUPPLIER shall deliver the ordered quantities on the DELIVERY DATE and in line with the SDLT as
defined in ANNEX M.



All information shall be exchanged electronically between SUPPLIER and ORDERING PARTY.



If ordered quantities are not covered by the respective FORECAST and FLEXIBILITY CORRIDOR, SUPPLIER
shall inform ORDERING PARTY in accordance with the order acceptance provisions of the FPA.



ORDERING PARTY shall pay for each DR-2 PRODUCT based on an invoice to be issued by SUPPLIER.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	17 of 16






6.6 Managing Exceptions



6.6.1 Early Warning, Notification



In case SUPPLIER becomes aware that he will not be able to meet a DELIVERY DATE, or a SDLT for what
reason so ever, SUPPLIER shall notify each ORDERING PARTY affected in writing without undue delay.



Furthermore, SUPPLIER agrees to notify ORDERING PARTIES immediately of any developments in his
material supply chain that could put deliveries to ORDERING PARTIES at risk. PURCHASER/ORDERING
PARTY as well shall inform SUPPLIER if any changes occur concerning the volumes of PRODUCTS to be
delivered by SUPPLIER, not covered by the FORECAST.




6.6.2 Underperformance



The SUPPLIER’S primary responsibility is to keep its commitments regarding to SUPPLIER DELIVERY
LEAD TIMES and DELIVERY DATES and to achieve the performance and logistic service levels defined in
this LSA.



Otherwise SUPPLIER shall be liable for all PURCHASER’S and ORDERING PARTY’S damages in accordance
with the provisions of the FPA. In the event of SUPPLIER’S delay in delivery of PRODUCTS, SUPPLIER
may — based on a written approval by PURCHASER — deliver PRODUCTS fulfilling or exceeding the
approved specifications, without any additional costs.




6.7 PHASE-IN and PHASE-OUT



Any information related to PHASE IN and/or PHASE OUT of a PRODUCT and known to PURCHASER will be
considered in the FORECAST. During PHASE IN and/or PHASE OUT the FLEXIBILITY CORRIDOR provisions of
ANNEX B and the provisions of ANNEX K, L and M for such PRODUCT shall not be applicable.



During PHASE IN or PHASE OUT the communication between PURCHASER and SUPPLIER will be intensified
both in frequency and in level of detail. Therefore, SUPPLIER agrees to allow PURCHASER to manage
such PHASE IN or PHASE OUT on a weekly basis meaning that especially, but not limited to, demand
figures per each ORDERING PARTY, DELIVERY TIME, SDLT, and stock levels may be adjusted once a week.
These specific regulations concerning PHASE IN and PHASE OUT shall be stated in a separate document
to be mutually agreed and signed by the PARTIES.




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	18 of 16





In case of PRODUCT changes PURCHASER and SUPPLIER shall mutually agree on an implementation time
schedule, based on the provisions of the FPA hereto.




6.8 Process and Operations Model




As defined in ANNEX C to this LSA.




6.9 Contact Persons and Deputy Regulations




As defined in ANNEX A and ANNEX G to this LSA.




7 COMPONENTS OF THIS LSA



The documents listed below form part of this LSA and in case of discrepancies shall be valid in the
following sequence:





	(i)	 	[*]
	 
	(ii)	 	[*]
	 
	(iii)	 	[*]





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	1 of 12
	GENERAL ANNEXES	 	 	 	 






ANNEX A: Contact Persons




	 	 	 
	SIEMENS

	 	SUPPLIER
	 
	 	 
	Name: Rudolf Mazzoli

	 	Name: Steve McGowan
	 
	 	 
	Phone: +39 (0) 2 2437 2255

	 	Phone: +1 408 522 3121
	 
	 	 
	E-Mail:
rudolf.mazzoli@siemens.com

	 	E-mail: steve.mcgowan@endwave.com
	 
	 	 
	Document approved:

	 	Document approved:
	 
	 	 
	1st December 2005 /s/ Rudolf Mazzoli

	 	10/17/05 /s/ Steve Layton
	Date, Rudolf Mazzoli

	 	Date, Steve Layton
	Senior Director ICM MW OP I SLO

	 	Vice President Sales






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	2 of 12
	GENERAL ANNEXES	 	 	 	 






ANNEX B: FORECAST and FLEXIBILITY CORRIDOR



The FORECAST shall be sent by PURCHASER to SUPPLIER each month on a specific day.
With regards to the agreed flexibility, it shall be assumed that the quantity in a month frame is
equally distributed over the four weeks.




     1 FLEXIBILITY CORRIDOR rebated to PRODUCT DR2:


Week
1-2:            [*]

Week 3-4:            [*]

Week 5-8:            [*]

Week 9-12:          [*]

Week > 12:          [*]




     2 Rules for defining a FLEXIBILITY CORRIDOR:




			
	R1	 	The Absolute Maximum Quantity can be maximally equal to the Physical Maximum
Capacity.






			
	R2	 	The Absolute Maximum / Minimum is determined by the Base Quantity and the
Maximum / Minimum Flexibility when reaching a new Flexibility Zone.






			
	R3	 	The new Absolute Maximum / Minimum can not be higher / lower than the
Absolute Maximum / Minimum of the zone before.




When defining a FLEXIBILITY CORRIDOR the following terms shall apply:




	 	 	 
	Flexibility Zone

	 	Area with the same flexibility
	 
	 	 
	Maximum Flexibility

	 	Percentage maximum per Flexibility Zone
	 
	 	 
	Minimum Flexibility

	 	Percentage minimum per Flexibility Zone
	 
	 	 
	Base Quantity

	 	Absolute quantity, when Flexibility Zone is entered the first time
	 
	 	 
	Absolute Maximum

	 	Absolute maximum quantity for each Flexibility Zone
	 
	 	 
	Absolute Minimum

	 	Absolute minimum quantity for each Flexibility Zone
	 
	 	 
	Absolute Weekly Increase

	 	Absolute quantity increase from week to week
	 
	 	 
	Absolute Weekly Decrease

	 	Absolute quantity decrease from week to week
	 
	 	 
	Physical Maximum Capacity

	 	Maximum applicable capacity of SUPPLIER






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	3 of 12
	GENERAL ANNEXES	 	 	 	 






     3 FLEXIBILITY CORRIDOR Example:








     4 PURCHASER’s Liability


The PARTIES agree to meet and find a solution in order to share the costs raising from any
unexpected unstable business or in an unexpected sudden phase out.



Such costs shall/may include:





	 	•	 	WIP
	 
	 	•	 	Finished goods
	 
	 	•	 	Materials as per list LSA Annex J
	 
	 	•	 	Custom parts




Supplier must provide evidence of costs and necessary documentation (i.e. PO’s , invoices, etc.)




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	4 of 12
	GENERAL ANNEXES	 	 	 	 






ANNEX C: Process and Operations Model




     1 STANDARD REPLENISHMENT: (Not applicable)







Rough description of the process:





	 	•	 	The stock level of the CONSIGNMENT STOCK shall be replenished by SUPPLIER to maintain
the stock level according to ANNEX K.
	 
	 	•	 	Daily consumption and inventory data related to the CONSIGNMENT STOCK shall be
provided to SUPPLIER by ORDERING PARTY.
	 
	 	•	 	SUPPLIER shall initiate the delivery process in such way that the stock level will
never fall below the agreed minimum level as per ANNEX K.
	 
	 	•	 	All kind of information, including but not limited to consumption and inventory data,
shall be exchanged via EDI 98.B (DELFOR, INVRPT).
	 
	 	•	 	Payment process:






	 	 	 	TM Payment for consumption from the CONSIGNMENT STOCK shall be calculated
and paid monthly. For the future it is foreseen to implement the SAP-credit-note
system. Then no invoice shall be issued by SUPPLIER.
	 
	 	 	 	TM Accounting shall take place on a specific day of each month for the
quantities consumed from the CONSIGNMENT STOCK and at the price valid on the issue
date of the respective credit note.





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	5 of 12
	GENERAL ANNEXES	 	 	 	 







	 	 	 	TM Payment shall be made in line with the provisions of the FPA.





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	6 of 12
	GENERAL ANNEXES	 	 	 	 






     2 DIRECT REPLENISHMENT 1: (Not applicable)







Rough description of the process:





	 	•	 	SUPPLIER shall maintain a SUPPLIER STOCK and/or DISTRIBUTION CENTER in order to
supply into ORDERING PARTY LOCATIONS.
	 
	 	•	 	The SUPPLIER STOCK and/or the DISTRIBUTION CENTERS are controlled according to the
agreed stock levels following ANNEX L by SUPPLIER in such a way that deliveries can be
made within the specified SDLT to each ORDERING PARTY LOCATION.
	 
	 	•	 	SUPPLIER replenishes the consumed PRODUCT quantities into each LOCAL BUFFER by
regular deliveries.
	 
	 	•	 	Daily consumption and inventory data related to each LOCAL BUFFER shall be provided
to SUPPLIER by the ORDERING PARTY.
	 
	 	•	 	All kind of information, including but not limited to consumption and inventory data,
shall be exchanged via EDI 98-B (DELFOR, INVRPT) and via EDI 96.B (ORDERS, ORDRSP, INVOIC)
	 
	 	•	 	Payment process:






	 	o	 	Payment for LOCAL BUFFER receipts shall be calculated and paid monthly.
For the future it is foreseen to implement the SAP-credit-note system. Then no
invoice shall be issued by SUPPLIER.
	 
	 	o	 	Accounting shall take place on a specific day of each month for the
quantities received in the LOCAL BUFFER and at the price valid on the issue date
of the respective credit note.
	 
	 	o	 	Payment shall be made in line with the provisions of the FPA.





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 







					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	7 of 12
	GENERAL ANNEXES	 	 	 	 






     3 DIRECT REPLENISHMENT 2:







Rough description of the process:





	 	•	 	After receiving a PURCHASE ORDER from ORDERING PARTY SUPPLIER shall deliver the
ordered PRODUCTS to the location specified in the PURCHASE ORDER and within the SDLT
specified in ANNEX M
	 
	 	•	 	To ensure timely delivery SUPPLIER may keep a SUPPLIER STOCK, if necessary.
	 
	 	•	 	The PURCHASE ORDER shall be issued by ORDERING PARTY and confirmed by SUPPLIER
electronically.
	 
	 	•	 	Payment process:






	 	 	 	o   SUPPLIER shall issue an invoice to ORDERING PARTY.
	 
	 	 	 	o   ORDERING PARTY shall pay the invoice according to the provisions of the FPA.





					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	8 of 12
	GENERAL ANNEXES	 	 	 	 






ANNEX D: Minimum Documentation Requirements



The following information must exist:




	 	 	 
	Delivery note:

	 	Delivery note number and date
	 

	 	Order number
	 

	 	Quantity
	 

	 	PURCHASER material number
	 

	 	PURCHASER part number
	 

	 	PURCHASER description
	 

	 	SUPPLIER product description
	 

	 	Order unit if different from “pieces”
	 
	 	 
	[*]
	 	 
	 
	 	 
	Product packaging:

	 	SUPPLIER part number
	 

	 	Quantity, if more than one (1)
	 

	 	SUPPLIER PRODUCT description in plain text
	 

	 	PURCHASER part number
	 

	 	Date code
	 
	 	 
	[*] in plain text
	 	 






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	9 of 12
	GENERAL ANNEXES	 	 	 	 






ANNEX E: Locations of the PARTIES




     1 ORDERING PARTY LOCATIONS, CONSIGNMENT STOCK locations



          a. ORDERING PARTY LOCATION Cassina




	 	 	 
	Legal Entity

	 	Siemens Mobile Communications S.p.a
	 
	 	 
	Street

	 	V.Ie Piero e Alberto Pirelli, 10
	 
	 	 
	Postal Code, City

	 	20126 Milano
	 
	 	 
	Country

	 	Italy






					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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




 









 








					
	EXHIBIT B (LSA)
	 	CONFIDENTIAL
	 	10 of 12
	GENERAL ANNEXES	 	 	 	 






     2 SUPPLIER LOCATIONS, DISTRIBUTION CENTER locations



a. SUPPLIER LOCATION #1



Legal Entity: Endwave Corporation

Street: 776 Palomar Avenue

Postal Code: 94085

City: Sunnyvale

State: California

Country: USA




b. SUPPLIER LOCATION #2



Legal Entity:

Street:

Postal Code:

City:

State:

Country:




					
	 	 	 	 	 
	 
	 	 	 	Page Initialed by the PARTIES

	 
	 	[*]	 	 
	 
	 	[*]	 	 





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





 









 






					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	11 of 12

	GENERAL ANNEXES	 	 	 	 






ANNEX F – CONSIGNMENT STOCK (“CS”) Terms (Not applicable)




A       Delivery of CONSIGNMENT STOCK PRODUCTS





	1.	 	The subject of this ANNEX F is the performance of services relating to the receipt, the
storage, the transportation and any commercial administration of CS PRODUCTS. SUPPLIER shall
deliver CS PRODUCTS in accordance with ANNEX J to the CONSIGNMENT STOCK locations as specified
in ANNEX E. Details of the CONSIGNMENT STOCK regulations at specific locations may be
specified in an additional location specific CONSIGNMENT STOCK agreement.
	 
	2.	 	The CS inventory shall remain the property of SUPPLIER until withdrawn by ORDERING PARTY from
such CS inventory. Risk of loss or damage to the CS PRODUCT shall pass to ORDERING PARTY at
the time SUPPLIER has delivered the PRODUCT into the CONSIGNMENT STOCK in accordance with the
terms and conditions of this LSA, except if the damages or losses have been caused by SUPPLIER
and/or SUPPLIER’S freight forwarder.
	 
	3.	 	ORDERING PARTY may perform incoming goods inspections based on
SUPPLIER’S delivery notes regarding quantity and identity of the delivered units
of CS PRODUCTS as well as inspections on apparent defects. Loss or defects which
have been detected during such an incoming goods inspection shall be documented
by ORDERING PARTY and reported to SUPPLIER. Quantity variances of delivered CS
PRODUCTS which have been detected by ORDERING PARTY during an incoming goods
inspection shall be notified by ORDERING PARTY to SUPPLIER within [*] days of
receipt of the relevant units of CS PRODUCTS. Whenever loss or damage has
occurred to a CS PRODUCT prior to receipt by ORDERING PARTY at the CONSIGNMENT
STOCK and becomes apparent to ORDERING PARTY within the incoming goods
inspection, ORDERING PARTY should mark the delivery receipt with a
description of the damage or loss before signing and shall do reasonable efforts
to request the carrier to inspect and confirm such loss or damage by signing such
marked receipt.





 




Page Initialed by the PARTIES




[*]

[*]



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




 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	12 of 12

	GENERAL ANNEXES	 	 	 	 






B       Consigned Inventory Storage and Management





	1.	 	ORDERING PARTY will provide a secure and separated space for CS PRODUCTS at the CONSIGNMENT
STOCK, Storage of the goods is to occur in suitable, dry rooms. The CS PRODUCTS are to be
protected from unauthorized access through suitable means.
	 
	2.	 	ORDERING PARTY may at it’s own discretion subcontract any of its obligations under this ANNEX
F to a third party, whereby subcontracting of Storage of the CS PRODUCTS by ORDERING PARTY at
a third party warehouse and/or subcontracting of related services to a third party shall not
affect any of the contractual obligations of SUPPLIER and ORDERING PARTY under the framework
of the FPA and this LSA.
	 
	3.	 	ORDERING PARTY will perform the receipt of goods, stocking, storage and withdrawal of CS
PRODUCTS at no charge to SUPPLIER. ORDERING PARTY shall safeguard that the inventory
management method FIFO (“First In, First Out’) will be used by its personnel and/or its
subcontractors. ORDERING PARTY will maintain accurate and complete records with regard to the
custody and care of the CONSIGNMENT STOCK. Such records shall be maintained in accordance with
recognized commercial accounting practices, so that they may be readily audited. The records
shall be held until all payments or final adjustments of payments have been made. ORDERING
PARTY shall permit SUPPLIER to examine and audit such records, provided that [*] working days
prior written notice has been given to SUPPLIER.





C.       Withdrawal and Invoicing





	1.	 	ORDERING PARTY will send to SUPPLIER electronically the actual inventory, receipts, and
withdrawals, on each day having any inventory activity (i.e., receipts or withdrawals).
SUPPLIER will submit invoices to ORDERING PARTY which shall identify the total quantities of
CS PRODUCTS withdrawn from the inventory. SUPPLIER may issue EDI 98.8 (INVOIC) transactions.
Invoices will be due and payable by ORDERING PARTY in full via electronic funds transfer to
the account number specified by SUPPLIER in accordance with the respective regulations of the
FPA. For the future it is foreseen to implement the SAP-credit-note system. Then no invoice
shall be issued by SUPPLIER.





 




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	13 of 12

	GENERAL ANNEXES	 	 	 	 







	2.	 	PRODUCTS withdrawn from CONSIGNMENT STOCK cannot be returned to CONSIGNMENT STOCK, unless
mutually agreed by the PARTIES in writing. Defective CS PRODUCT shall be subject to warranty
terms of the FPA.
	 
	3.	 	ORDERING PARTY agrees that CS PRODUCTS shall be withdrawn from the CONSIGNMENT STOCK only on
a FIFO process.





D.       Inspection and Audit



SUPPLIER shall have the right to enter the CONSIGNMENT STOCK locations of ORDERING PARTY as listed
in ANNEX E, during normal local business hours and upon [*] hours prior written notice, to conduct
a physical inspection of the CONSIGNMENT STOCK and/or of the books and records for the respective
CONSIGNMENT STOCK location. In the event SUPPLIER becomes aware of any problems with the
CONSIGNMENT STOCK inventory, SUPPLIER will notify ORDERING PARTY in writing of any such problem
without any delay. ORDERING PARTY is responsible for adjusting any deviations in inventory unless
ORDERING PARTY is able to offer proof of having used sound stock maintenance principles. Deviations
will be immediately accounted for as inventory corrections.




 




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	1 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX G: Stand-in regulation in place




Contacts Logistics:




	 	 	 
	ORDERING PARTY	 	SUPPLIER
	 
	 	 
	Name: [*]

	 	Name: Steve McGowan
	 
	 	 
	Phone: [*]

	 	Phone: 1 408 522 3121
	 
	 	 
	E-Mail: [*]

	 	E-mail: steve.mcgowan@endwave.com






	 	 	 
	 
	 	 
	Document approved:

	 	Document approved:
	 
	 	 





	 	 	 
	1st December 2005 /s/ Rudolf Mazzoli	 	10/17/05 /s/ Steve Layton
	 
	 	 
	Date, Rudolf Mazzoli

	 	Date, Steve Layton
	 
	 	 
	Senior Director

	 	Vice President Sales
	 
	 	 
	ICM MW OP I SLO
	 	 






 




Page Initialed by the PARTIES




[*]

[*]



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




 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	2 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX H: List of SR PRODUCTS (Not applicable)




	 	 	 	 	 	 	 	 	 	 	 
	Part no.

	 	SAP no.
	 	Supplier no.
	 	Product Class
	 	Description
	 	Product






Critical Component List:




	 	 	 	 	 
	Material

	 	Lead time in weeks1)
	 	Value in % of
	 

	 	 	 	assembly price





 





1) [*]




 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	3 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX I: List of DR-1 PRODUCTS (Not applicable)




	 	 	 	 	 	 	 	 	 	 	 
	Part no.

	 	SAP no.
	 	Supplier no.
	 	Product Class
	 	Description
	 	Product






Critical Component List:




	 	 	 	 	 
	Material

	 	Lead time in weeks1)
	 	Value in % of
	 

	 	 	 	assembly price





 




1) [*]




 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	4 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX J: List of DR-2 PRODUCTS




	 	 	 	 	 	 	 	 	 	 	 
	Part no.	 	SAP no.	 	Supplier no.	 	Product Class	 	Description	 	Product
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 
	[*]

	 	 	 	 	 	 	 	38 GHz ND [*]	 	 






Critical Component List:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Value in % of	 	 
	Material	 	Lead time in weeks1)	 	assembly price	 	End Product Usage
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND and 38 HD
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND and 38 HD
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	 	 	[*]
	 	[*]
	 	38 GHz ND






 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	5 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






	 	 	 	 	 	 	 
	 	 	 	 	Value in % of	 	 
	Material	 	Lead time in weeks1)	 	assembly price	 	End Product Usage
	[*]

	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	[*]
	 	[*]
	 	38 GHz ND
	[*]

	 	[*]
	 	[*]
	 	38 GHz ND






1) [*]




2) ORDERING PARTY shall monthly provide, an informal forecast with [*] months visibility.


The SUPPLIER shall monthly provide, for the defined critical components. inventory and on order
status.




 




Page Initialed by the PARTIES




[*]

[*]



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







 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	6 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX K: Stock Levels related to SR PRODUCTS (Not applicable)



The quantity of 1 DOS shall be calculated as follows:

First (1st) month’s quantity of each FORECAST issued divided by the number of working
days during this month.




	 	 	 
	ORDERING PARTY LOCATION:	 	 
	 
	Minimum stock level in CONSIGNMENT STOCK

	 	[*]
	Maximum stock level in CONSIGNMENT STOCK

	 	[*]






 




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	7 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX L: Stock Levels related to DR-1 PRODUCTS (Not applicable)



The quantity of 1 DOS shall be calculated as follows:



First (1st) month’s quantity of each FORECAST issued divided by the number of working
days during this month.




	 	 	 
	ORDERING PARTY LOCATION:	 	 
	Maximum SDLT

	 	within [*]
	Minimum stock level in LOCAL BUFFER

	 	[*]
	Maximum stock level in LOCAL BUFFER

	 	[*]
	Stock level of SUPPLIER STOCK or DC

	 	at least [*] for daily delivery, in
order to ensure [*] upside flexibility
in short term
	Emergency replenishment:

	 	[*] within [*] hours out of SUPPLIER
STOCK or DC






 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	8 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX M: Stock Levels related to DR-2 PRODUCTS



The quantity of 1 DOS shall be calculated as follows:



First (1st) month’s quantity of each FORECAST issued divided by the number of working
days during this month.




	 	 	 
	ORDERING PARTY LOCATION:	 	 
	Minimum stock level of SUPPLIER STOCK

	 	No specific stock levels required,
SUPPLIER has to guarantee to
replenish the material within the
required replenishment time, thus it
may be necessary to hold a stock
level on SUPPLIER site
	 
	 	 
	Maximum SDLT

	 	[*]






 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	9 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






ANNEX N: Goods Receiving



If not otherwise specified below, all deliveries shall take place during the opening hours of the
goods-receiving department of the ORDERING PARTY LOCATION. All times defined in this LSA are stated
in a 24-hour format and as local time of the respective ORDERING PARTY LOCATION.




     1 STANDARD REPLENISHMENT (Not applicable)


SUPPLIER shall deliver PRODUCTS using the respective standardized containers (in case they have
been defined by PURCHASER). A continuous container exchange between SUPPLIER and ORDERING PARTY
shall be implemented.




     a. Opening hours at ORDERING PARTY LOCATION:




	 	 	 
	Day	 	Goods Receiving
	 
	 	 
	Monday – Friday

	 	06.30 – 20.00
	 
	 	 
	Saturday

	 	Special arrangements
	 
	 	 
	Sunday

	 	Special arrangements






     b. Logistic Data


The logistic data shall include the container quantities and container type for each PRODUCT to be
delivered by SUPPLIER.



The latest version of the logistic data will be provided to SUPPLIER by ORDERING PARTY and it may
be adjusted at short notice.


SUPPLIER shall notify ORDERING PARTY immediately in case of missing logistic data.




     2 DIRECT REPLENISHMENT 1 (Not applicable)


SUPPLIER shall deliver PRODUCTS using the respective standardized containers (in case they have
been defined by PURCHASER). A continuous container exchange between SUPPLIER and ORDERING PARTY
shall be implemented.



Deliveries into each LOCAL BUFFER shall meet the respective delivery time slot defined between
ORDERING PARTY and SUPPLIER.




 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	10 of 10
	SPECIFIC ANNEXES FOR ORDERING PARTY LOCATIONS	 	 






     a. Opening hours at ORDERING PARTY LOCATION:



	 	 	 
	Day	 	Goods Receiving
	 
	 	 
	Monday – Friday

	 	06.30 – 20.00
	 
	 	 
	Saturday

	 	Special arrangements
	 
	 	 
	Sunday

	 	Special arrangements






     b. Logistic Data


The logistic data shall include the container quantities and container type for each PRODUCT to be
delivered by SUPPLIER.



The latest version of the logistic data will be provided to SUPPLIER by ORDERING PARTY and it may
be adjusted at short notice.
SUPPLIER shall notify ORDERING PARTY immediately in case of missing logistic data.




     3 DIRECT REPLENISHMENT 2:


SUPPLIER shall deliver all DR-2 PRODUCTS packed as agreed with PURCHASER/ORDERING PARTY.




     a. Opening times at ORDERING PARTY LOCATION:



	 	 	 
	Day	 	Goods Receiving
	 
	 	 
	Monday – Friday

	 	06.30 – 20.00
	 
	 	 
	Saturday

	 	Special arrangements
	 
	 	 
	Sunday

	 	Special arrangements






     b. Logistic Data


The logistic data shall include the container quantities and container type for each PRODUCT to be
delivered by SUPPLIER.



The latest version of the logistic data will be provided to SUPPLIER by ORDERING PARTY and it may
be adjusted at short notice. SUPPLIER shall notify ORDERING PARTY immediately in case of missing
logistic data.




 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	1 of 10






ANNEX
O                     
              
           Location specific Amendment



to




Logistic Service Agreement (LSA)

for

ORDERING PARTY Cassina only




 




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	2 of 10





In Amendment to the existing LSA to the FPA the following shall exclusively apply for the
delivery and logistic of PRODUCTS if PRODUCTS are delivered to MW Cassino, Siemens Mobile
Communications S.p.a, S.S.11 Padana Superiore Km 158, 20060 Cassino de’ Pecchi, Italy (ORDERING
PARTY).




LSA Body




The articles from 1.20 to 1.24 shall be added :





	1.20	 	The term “WFS” shall mean a specific technical architecture (Web File Server) provided by
ORDERING PARTY to support electronic data interchange between ORDERING PARTY and SUPPLIER or
DESIGNATED SUBSIDIARY as required by this LSA.
	 
	1.21	 	The term “FULL CONSIGNMENT” shall be the synonym for “STANDARD REPLENISHMENT”.
	 
	1.22	 	The term “SPLITTED CONSIGNMENT” shall be the synonym for “DIRECT REPLENISHMENT 1”
	 
	1.23	 	The term “SUPPLIER SAFETY BUFFER “ shall be the synonym for “DIRECT REPLENISHMENT 2”.
	 
	1.24	 	The term “SCHEDULING” shall mean the period of [*] days starting with the 1st day
on which a demand is indicated to SUPPLIER.
	 
	1.25	 	The term “SAFETY BUFFER” shall mean a defined SUPPLIER stock at supplier site or in DC





The article 2.3 shall be added :




In the event of a conflict between this LSA and the FPA, the terms of the FPA shall control




In the
article 6.1.1 the item “• issue of a FRAME ORDER” is not relevant.




The item
“• no call-off for CONSIGNMENT STOCK replenishment” shall be added.




In the article 6.1.2 the following items are not relevant:





	 	•	 	issue of a FRAME ORDER
	 
	 	•	 	ship to stock delivery by SUPPLIER into a LOCAL BUFFER





     The following items shall be added:



Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	3 of 10







	 	•	 	delivery by SUPPLIER into a LOCAL BUFFER at ORDERING PARTY LOCATION on a consignment
basis.
	 
	 	•	 	call-off for LOCAL BUFFER at ORDERING PARTY LOCATION on a consignment basis.
	 
	 	•	 	SDLT no longer than one (1) week.





In the article 6.1.3




Supply Class DIRECT REPLENISHMENT 2




This supply class shall apply to all PRODUCTS listed in ANNEX J.




Operating principles for a DR-2 PRODUCT shall be:





	 	•	 	FORECAST from PURCHASER as per Article 6.3 below
	 
	 	•	 	delivery by SUPPLIER at the location specified in the respective PURCHASE ORDER
	 
	 	•	 	call-off via PURCHASE ORDERS
	 
	 	•	 	SAFETY BUFFER at SUPPLIER or DC
	 
	 	•	 	defined service level as per Article 6.2.3 below
	 
	 	•	 	performance measurement as per Article 6.2.3 below
	 
	 	•	 	payment as per ANNEX C




In the article 6.2.2 the definitions for “LOCAL BUFFER” and “On-time delivery” shall be superseded
by the following wording :




	 	 	 
	LOCAL BUFFER

	 	SUPPLIER refills the CONSIGNMENT STOCK according to
call-off issued by ORDERING PARTY
	 
	 	 
	On-time delivery

	 	meet the DELIVERY DATE as per call-off






In the article 6.2.3




Service Level for DIRECT REPLENISHMENT 2




SUPPLIER
shall meet the following criteria and both PARTIES agree to monitor the following performance metrics each month:




	 	 	 
	Ordering/replenishment planning

	 	under full responsibility of each ORDERING PARTY
	 
	 	 
	SAFETY BUFFER

	 	according the List A
	 
	 	 
	Contract contacts and
	 	 
	stand-in regulation in place

	 	according to ANNEX A and ANNEX J






Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	4 of 10






	 	 	 
	Early-warning system in place

	 	according to Article 6.6.1 below






Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	6 of 10






	 	 	 
	Metric	 	SUPPLIER Commitment
	Maximum SDLT

	 	according to ANNEX M
	On-time delivery

	 	to meet the DELIVERY DATE as per PURCHASE ORDER
	Material availability

	 	according to FORECAST and FLEXIBILITY CORRIDOR
	Caused line-break-down

	 	zero (0) times at ORDERING PARTY





Any missed on-time delivery or any caused line-break-down at ORDERING PARTY shall be deemed as a
DELIVERY DATE not met by SUPPLIER and thus shall be regarded as a late delivery like provided for
in the FPA.



The article 6.3 shall be superseded in its’ entirety and replaced by the following wording :




6.3 FORECAST and SCHEDULING



A FORECAST is a planning tool intended to improve the demand visibility for a period of at least
four weeks, depending on the respective PRODUCT family.



The FORECAST together with the respective FLEXIBILITY CORRIDOR as defined in ANNEX B shall reflect
the cumulative demand of a PRODUCT in specified timeframe by all ORDERING PARTIES as predicted by
PURCHASER, status as of the date of issue.



PURCHASER shall issue such FORECAST fortnightly and shall send it to SUPPLIER via WFS.



The FORECAST last issued by PURCHASER shall supersede all FORECASTS issued before.



SUPPLIER shall give feedback to PURCHASER regarding feasibility of the FORECAST via WFS within [*]
days from receipt or such FORECAST, otherwise such FORECAST shall be deemed as accepted.



The FORECAST and SCHEDULING shall not constitute and shall not be interpreted as any obligation of
PURCHASER/ORDERING PARTIES to purchase PRODUCTS.



In case the demand of PURCHASER/ORDERING PARTIES is higher than specified by the FLEXIBILITY
CORRIDOR both PARTIES shall mutually agree on a solution.



6.3.1. FORECAST and SCHEDULING for SR PRODUCTS (Not applicable)

The quantities shown in the FORECAST as per ANNEX B are planned gross demands. The FORECAST
together with the respective FLEXIBILITY CORRIDOR shall be used as a guideline and planning tool by
SUPPLIER to manage his production and to replenish each CONSIGNMENT STOCK. The FORECAST is binding
according to the quantities and the validity of defined flexibility, but is not binding referring
to the chronological demand. SUPPLIER must take the flexibility range shown in ANNEX B into
consideration when using the FORECAST.



The replenishment of CONSIGNMENT STOCK shall be consumption driven only.



6.3.2. FORECAST and SCHEDULING for DR-1 PRODUCTS (Not applicable)



The replenishment of a LOCAL BUFFER (at ORDERING PARTY LOCATION) on a consignment basis is driven
via call-off



The quantities shown in the FORECAST and scheduling as per ANNEX B are planned gross demands. The
FORECAST and scheduling together with the respective FLEXIBILITY




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	6 of 10





CORRIDOR shall be used as a guideline and planning tool by SUPPLIER to manage his production,




Page Initialed by the PARTIES




[*]

[*]



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






 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	7 of 10





procurement of components, his SUPPLIER STOCK and/or DISTRIBUTION CENTERS. SUPPLIER must take the
flexibility range shown in ANNEX B into consideration when using the FORECAST and scheduling.



Delivery shall be based on individual PURCHASE ORDERS only.



The flexibility range with defined upward and downward flexibility has to start latest on the
DELIVERY DATE.



6.3.3. FORECAST and SCHEDULING for DR-2 PRODUCTS



The quantities shown in the FORECAST as per ANNEX B are planned gross demands. The FORECAST
together with the respective FLEXIBILITY CORRIDOR shall be used as a guideline and planning tool by
SUPPLIER to manage his production and to guarantee the defined minimum SDLT. SUPPLIER must take the
flexibility range shown in ANNEX B into consideration when using the FORECAST.



Delivery shall be based on individual PURCHASE ORDERS only.



The flexibility range with defined upward and downward flexibility has to start latest on the
DELIVERY DATE.



The article 6.4 shall be superseded in its’ entirety and replaced by the following wording:



6.4 Buffering



6.4.1 Buffering for SR Products (Not applicable)



SUPPLIER agrees to build up and maintain an agreed stock level of SR PRODUCTS on each CONSIGNMENT
STOCK. The stock levels agreed for each CONSIGNMENT STOCK are listed in ANNEX K.



Both PARTIES agree to revise and adjust ANNEX K at least quarterly in order to adapt the stock
levels to changes in demand requirements.



6.4.2 Buffering for DR-1 PRODUCTS (Not applicable)



SUPPLIER agrees to build and carry a SUPPLIER STOCK and/or at least one DISTRIBUTION CENTER
dedicated to DR1 PRODUCTS. The agreed stock levels are listed in ANNEX L.



SUPPLIER agrees to manage its internal production and supply processes to maintain the stock levels
in the SUPPLIER STOCK and/or DISTRIBUTION CENTERS, as listed in ANNEX L, at all times. SUPPLIER is
responsible for all aspects of managing the SUPPLIER STOCK and/or DISTRIBUTION CENTERS including,
but not limited to, planning, carrying costs and replenishment.



SUPPLIER shall report the stock levels held in the SUPPLIER STOCK and DISTRIBUTION CENTERS to
PURCHASER and ORDERING PARTY at least once a week. This data is necessary for PURCHASER and
ORDERING PARTY to execute material availability calculations.



PURCHASER reserves the right to inspect the SUPPLIER STOCK and the DISTRIBUTION CENTERS at any time
with [*] prior written notice to SUPPLIER.



Both PARTIES agree to revise and adjust ANNEX L at least quarterly in response to changes in demand
requirements.




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	8 of 10






6.4.3 Buffering for DR-2 PRODUCTS



SUPPLIER has to guarantee to replenish the material within the SDLT.




[*]



SUPPLIER shall inform ORDERING PARTY about SAFETY BUFFER stock levels held in the SUPPLIER site and
/or DISTRIBUTION CENTERS at least once a week.



PURCHASE ORDERS shall be issued in accordance with the FPA.



Example of List A:








The article 6.5 shall be superseded in it’s entirety and replaced by the following wording :



6.5. Order Processing, Call-Off and Replenishment



6.5.1. Order Processing, Call-Off and Replenishment for SR (Not applicable)



The replenishment of a SR PRODUCT shall be initiated by consuming such SR PRODUCT from the
CONSIGNMENT STOCK, that is by decreasing the stock level. PURCHASER shall daily provide consumption
and inventory data per each SR PRODUCT. Such data shall be exchanged electronically between
SUPPLIER and PURCHASER. SUPPLIER shall manage the delivery process in such way that the stock level
of the CONSIGNMENT STOCK will never fall below the agreed minimum stock level. The CONSIGNMENT
STOCK must not be replenished beyond the agreed maximum stock level listed in ANNEX K.



If the quantity of a SR PRODUCT consumed from the
 CONSIGNMENT STOCK is not covered by the
respective FORECAST and FLEXIBILITY CORRIDOR, SUPPLIER shall inform
PURCHASER within [*]
working day after receipt of the consumption and inventory data. Further, if SUPPLIER is not able
to replenish according to the agreed minimum level as per ANNEX K, SUPPLIER shall inform PURCHASER
within [*] after receipt of the consumption and inventory data. Not withstanding the above, the
order acceptance provisions of the FPA shall apply.



PURCHASER shall pay for each SR PRODUCT consumed from the CONSIGNMENT STOCK at the price valid on
the date of consumption.



6.5.2. Order Processing, Call-Off and Replenishment for DR-1 (Not applicable)



ORDERING PARTY shall issue a call off of DR1 PRODUCT into LOCAL BUFFER (at ORDERING PARTY LOCATION)
on a consignment basis at ORDERING PARTY LOCATION.



SUPPLIER shall deliver the required quantities on DELIVERY DATE and in line with the maximum SDLT
as defined in ANNEX L.



All information shall be exchanged via WFS between SUPPLIER and ORDERING PARTY.



SUPPLIER shall manage the stock levels of his SUPPLIER STOCK and/or DISTRIBUTION CENTERS.




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	9 of 10





If required quantities are not covered by the respective FORECAST and FLEXIBILITY CORRIDOR,
SUPPLIER shall inform ORDERING PARTY in accordance with the order acceptance provisions of the FPA.



ORDERING PARTY will pay for each DR1 PRODUCT consumed from the LOCAL BUFFER on a consignment basis
at the price valid on the date of consumption.



6.5.3. Order Processing, Call-Off and Replenishment for DR-2



ORDERING PARTY shall issue a PURCHASE ORDER to call off a DR2 PRODUCT into LOCAL BUFFER (at
ORDERING PARTY LOCATION).



SUPPLIER shall deliver the required quantities on DELIVERY DATE and in line with the maximum SDLT
as defined in ANNEX M.



All information shall be exchanged via WFS between SUPPLIER and ORDERING PARTY. SUPPLIER shall
manage the stock levels of his SAFETY BUFFER



If required quantities are not covered by the respective FORECAST and FLEXIBILITY CORRIDOR,
SUPPLIER shall inform ORDERING PARTY in accordance with the order acceptance provisions of the FPA.



ORDERING PARTY shall pay for each DR-2 PRODUCT based on an invoice to be issued by SUPPLIER




LSA, ANNEX B



ANNEX B shall be superseded in it’s introduction and replaced by the following wording :



The FORECAST shall be sent by PURCHASER to SUPPLIER weekly. With regards to the agreed flexibility,
it shall be assumed that the quantity in a monthly frame is equally distributed over the four
weeks.




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	10 of 10






LSA, ANNEX C



ANNEX C shall be superseded in its entirety and replaced by the following wording :



STANDARD REPLENISHMENT (within MW named as FULL CONSIGNMENT) – (Not applicable) Rough description
of the process:








All kind of information, including but not limited to consumption and inventory data, shall be
exchanged via Web File Server.



Payment process :



Payment for consumption from the CONSIGNMENT STOCK shall be calculated and paid monthly. Invoices
issued by SUPPLIER shall be based on consumption data provided by ORDERING PARTY and submitted by
SUPPLIER via WFS to ORDERING PARTY. Then, no invoice’s hardcopy shall be sent by SUPPLIER.



Accounting shall take place on a specific day of each month for the quantities consumed from the
CONSIGNMENT STOCK and at the price valid on the consumption.



Payment shall be made in line with the provisions of FPA




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	11 of 10






DIRECT REPLENISHMENT 1 (within MW named as SPLITTED CONSIGNMENT) – (Not applicable)








Rough description of the process:



After receiving the call-off from ORDERING PARTY, SUPPLIER shall deliver the required PRODUCTS to
the ORDERING PARTY LOCATION and within the SDLT specified in ANNEX L
Daily consumption and inventory data related to each Local Buffer on a Consignment basis shall be
provided to SUPPLIER by the ORDERING PARTY.



All kind of information, including but not limited to consumption and inventory data, shall be
exchanged via Web File Server.



Payment process:



Payment for consumption from the Local Buffer on a Consignement basis shall be calculated and paid
monthly. Invoices issued by SUPPLIER shall be based on consumption data provided by ORDERING PARTY
and submitted via WFS to ORDERING PARTY. Then, no invoice’s hardcopy shall be sent by SUPPLIER.



Accounting shall take place on a specific day of each month for the quantities consumed from the



Local Buffer on a Consignement basis and at the price valid on the consumption.



Payment shall be made in line with the provisions of the FPA.




Page Initialed by the PARTIES




[*]

[*]



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





 









 








					
	EXHIBIT B (LSA)
	 	C O N F I D E N T I A L
	 	12 of 10











DIRECT REPLENISHMENT 2 (within MW named as SUPPLIER SAFETY BUFFER)




     Rough description of the process:




	 	•	 	After receiving a PURCHASE ORDER from ORDERING PARTY SUPPLIER shall deliver the
ordered PRODUCTS to the location specified in the PURCHASE ORDER and within the SDLT
specified in ANNEX M
	 
	 	•	 	To ensure timely delivery SUPPLIER must keep a SAFETY BUFFER at Supplier Site
	 
	 	•	 	The PURCHASE ORDER shall be issued by ORDERING PARTY and confirmed by SUPPLIER
electronically.
	 
	 	•	 	Payment process:






	 	 	 	o SUPPLIER shall issue an invoice to ORDERING PARTY.
	 
	 	 	 	o ORDERING PARTY shall pay the invoice according to the provisions of the FPA.





Page Initialed by the PARTIES




[*]

[*]



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