exv10w2



 






			
	
	 	1(19)





[*] = 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 10.2




PURCHASE AGREEMENT




BETWEEN




NOKIA CORPORATION

Networks




AND




ENDWAVE CORPORATION




On January 1, 2006




© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0





 









 








			
	
	 	2(19)






TABLE OF CONTENTS




	 	 	 	 	 
	1.0 DEFINITIONS
	 	 	3	 
	2.0 SCOPE AND ORDER OF PRIORITY
	 	 	5	 
	3.0 PRODUCTS
	 	 	6	 
	4.0 PURCHASE ESTIMATES AND FLEXIBILITY
	 	 	8	 
	5.0 ORDERING, LOGISTICS AND DELIVERY
	 	 	8	 
	6.0 PRICE(S)
	 	 	9	 
	7.0 PAYMENT TERM
	 	 	9	 
	9.0 ACCEPTANCE AND REJECTION OF PRODUCT(S) AND QUALITY
	 	 	10	 
	10.0 PRODUCTION RECOVERY AND FACILITY SURVEY
	 	 	11	 
	11.0 INSURANCE
	 	 	12	 
	12.0 WARRANTY
	 	 	12	 
	13.0 PRODUCT LIABILITY
	 	 	13	 
	14.0 INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION
	 	 	13	 
	17.0 USE OF SELLER SUB-SUPPLIERS AND BUYER SUBCONTRACTORS
	 	 	15	 
	18.0 DUTY TO INFORM AND FORCE MAJEURE
	 	 	16	 
	19.0 CONFIDENTIALITY
	 	 	16	 
	20.0 EFFECTIVE DATE, TERM AND TERMINATION
	 	 	17	 
	21.0 MISCELLANEOUS
	 	 	17	 
	22.0 APPLICABLE LAW AND DISPUTES
	 	 	18	 
	23.0 PREVIOUS AGREEMENTS AND APPLIED DOCUMENTS
	 	 	19	 
	EXHIBIT TO THIS PURCHASE AGREEMENT
	 	 	 	 
	Exhibit 1 Insurance Requirements
	 	 	 	 






ADDENDUMS TO THIS PURCHASE AGREEMENT




	 	 	 
	Addendum A

	 	(intentionally left blank – placeholder for Nokia Mobile Phones’ Addendum)
	Addendum B

	 	Nokia Networks’ Addendum






	 	 	 
	Appendices to Addendum B
	Appendix 1

	 	The Products, Prices, Discounts and Price Validity
	Appendix 2

	 	Specifications
	Appendix 3

	 	Quality Requirements and Workmanship Standards
	Appendix 4

	 	Logistics Appendix/Appendices
	Appendix 5

	 	Environmental Requirements
	Appendix 6

	 	Support






© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0




[*] = 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.





 









 








			
	
	 	1(19)






PURCHASE AGREEMENT No. ESLNST2676



NOKIA CORPORATION, represented through its Networks business group, a public limited liability
company incorporated in Finland, having its registered address at Keilalahdentie 4, FIN-02150
Espoo, Finland, business identity code 0112038-9, including its Affiliates (“BUYER”)




AND



Endwave Corporation, a corporation formed under the laws of State of Delaware and registered under
the California trade register number C1933055 with a registered/principal office at 776 Palomar
Avenue, Sunnyvale, CA 94085, USA including its Affiliates (“SELLER”)



have made and entered into this Purchase Agreement (“Purchase Agreement”) including its Exhibits
and Addendum(s).




1.0 DEFINITIONS



For the purposes of this Purchase Agreement the following definitions shall govern (and where the
context so admits the singular shall include the plural and vice versa). Some of the definitions
may be used either in the Nokia Networks or Nokia Mobile Phones (if applicable) specific Addendums
and the Appendices thereto.




“Addendum”





means the Nokia Networks and/or Nokia Mobile Phones specific supplement to this Purchase
Agreement where the Parties define and agree on terms that are applicable to Nokia Mobile
Phones (Addendum A) or Nokia Networks (Addendum B) purchases.



“Affiliate”





means any other entity




(i) which is directly or indirectly controlling such Party; or




(ii) which is under the same direct or indirect ownership or control as such Party; or




(iii) which is directly or indirectly owned or controlled by such Party.




For these purposes, entity shall be treated as being controlled by another if that other
entity has fifty percent (50 %) or more of votes in such entity, is able to direct its
affairs and/or to control the composition of its board of directors or equivalent body.



“Appendix”





means a subject specific attachment to the Nokia Mobile Phones and/or Nokia Networks
specific Addendum respectively.



“Consumption”





means the moment when a Product is taken from Supplier Managed Inventory for BUYER’s use,
as defined in detail in the logistics appendix of Addendum A and/or Addendum B.



© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.



 









 





			
	
	 	2(19)






“Delivery”





means the moment when SELLER has successfully completed the delivery of all the Products
which meet all the requirements set forth under this Purchase Agreement and/or the
Addendum A and/or Addendum B, as ordered under the Purchase Order or as taken for the
Consumption and/or as may be further defined under the logistics appendix of Addendum A
and/or Addendum B.



“Delivery Date”





means the mutually (in paper, electronic or other format) agreed date(s) of delivery of
the ordered Product(s) to BUYER.



“Development Agreement”





means an agreement between the Parties in accordance with which SELLER will design,
develop, and/or test for BUYER’s approval certain new products that BUYER may elect to
have SELLER furnish to BUYER under this Purchase Agreement.



“Exhibit”





means an appendix to this Purchase Agreement that is common and applicable to both Nokia
Networks and Nokia Mobile Phones purchases under this Purchase Agreement.



“Force Majeure”





means events beyond the control of the Party which occur after the Effective Date of this
Purchase Agreement and which were not reasonably foreseeable at the time of signing of
this Purchase Agreement and whose effects are not capable of being overcome without
unreasonable expense and/or loss of time to the Party concerned. Events of Force Majeure
shall include (without being limited to) war, civil unrest, acts of government, natural
disasters, fire, flood, earthquake, explosions and Acts of God.



“Intellectual Property Right(s)”





means any patent(s), petty patent(s), utility model(s), design patent(s), design(s), chip
topography right(s), copyright(s), trademark(s), trade name(s), trade dress(es), trade
secret(s), and/or any other industrial and/or intellectual property right(s), and
applications therefore.



“Lead Time”





means the mutually in writing agreed time period from the date of issuing a Purchase Order
to the Delivery Date.



“NOKIA Bank Link Policy”




     means NOKIA’s centralized system for payments pursuant to which all invoices maturing
during a working week (i.e. Monday through Friday) are consolidated and paid on one
predetermined business day during that same week irrespective of the invoice due date. At
the moment, the payment day is Wednesday, but the payment day is subject to change by
BUYER at any time without notice.



“NOKIA Products”





means mobile telephones, wireless data products and other wireless and fixed
communications products, equipment and terminals, connectivity solutions, multimedia



© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.




 









 





			
	
	 	3(19)







and IT and IP solutions and products and their accessories, manufactured by or for BUYER.



“NOKIA Supplier Requirements”





means a document as updated by BUYER from time to time setting forth certain requirements
for SELLER’s quality system.



“Party/Parties”





means BUYER and/or SELLER.



“Price(s)”





means the mutually agreed price(s) for each Product as set forth in Addendum A and/or
Addendum B and/or the Appendices thereto and/or otherwise mutually agreed between the
Parties.



“Process”





means the mutually agreed manufacturing process of the Product(s).



“Product(s)”





means all products subject to purchase and sale between the Parties as listed in Addendum
A and/or Addendum B and/or the Appendices thereto and/or otherwise mutually agreed between
the Parties.



“Purchase Order(s)”





means a document (in paper, electronic or other format), issued by BUYER where BUYER
requests SELLER to deliver the Products.



“Quality Requirements”





means the document that specifies the quality requirements to which all of the Products
shall strictly conform. The Quality Requirements are set forth in the Addendums and/or the
Appendices thereto.



“Specification(s)”





means the mutually agreed written specification(s) associated with BUYER’s code number for
each Product as set forth in Addendum A and/or Addendum B or otherwise mutually agreed
between the Parties.



“Subcontractor”





means any third party appointed by BUYER to (i) design and/or manufacture NOKIA Products,
or parts thereof, for BUYER and/or (ii) purchase and/or incorporate any Product(s) into
products sold by such third party to BUYER or its designees.



“Sub-supplier”




     means a third party, which SELLER uses in the Process either as a material and/or
component supplier or otherwise.



© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.




 









 





			
	
	 	4(19)






“Supplier Manual”





means the “Nokia Mobile Phones Supplier Manual” and its subsequent equivalents (in paper ,
electronic or other format).



“Tooling”





means the moulds, casting moulds, manufacturing, testing and other tools, drawings and
technical documents, which SELLER produces or which are produced for SELLER at the cost of
BUYER.




	2.0	 	SCOPE AND ORDER OF PRIORITY
	 
	2.1	 	This Purchase Agreement contains the terms and conditions which apply globally to all sale
and purchase of Product(s). The Parties may agree on Nokia Networks and/or Nokia Mobile Phones
specific purchase terms in separate Addendums to this Purchase Agreement. In case the terms of
an Addendum are in conflict with this Purchase Agreement, the terms of the Addendum will
prevail with respect to respective business group.
	 
	 	 	Notwithstanding the foregoing, Clause 13 (Product Liability), Clause 3.2 (Rights in BUYER
Customised Products), Clause 3.3 (Rights in Tooling for BUYER Customised Products) and
Clause 14 (Intellectual Property Rights Indemnification) of this Purchase Agreement shall
always prevail over any terms on product liability or intellectual property rights in any
documents of this Purchase Agreement and/or the Addendums and/or the Appendices thereto.
	 
	2.2	 	The Affiliates of BUYER may place Purchase Orders for the Products to SELLER in their own
name and for their own account under the terms and conditions of this Purchase Agreement.
	 
	2.3	 	The Subcontractors of BUYER may place Purchase Orders for the Products under the terms and
conditions of this Purchase Agreement as defined in Clause 17.4 and, where applicable, the
references to BUYER shall then be interpreted as references to the Subcontractor.
	 
	2.4	 	The Parties agree that nothing contained in this Purchase Agreement or otherwise shall mean
that BUYER has any obligation to place Purchase Orders or take Products for the Consumption or
have any minimum purchase commitments under or in relation to this Purchase Agreement.
	 
	3.0	 	PRODUCTS
	 
	3.1	 	Specification(s) and Process
	 
	3.1.1	 	Each Product shall meet the Specification(s) and other related requirements and be
manufactured in accordance with the Process. SELLER agrees to ensure the feasibility of the
Specification(s) and the Process. All Product information in SELLER’s quotations shall be
binding on SELLER.





© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.









 









 











			
	
	 	5(19)







	3.1.2	 	SELLER is not entitled to change the Specification(s) or any part thereof, nor any raw
material(s) used in the Product(s), without BUYER’s prior written consent in accordance with
the process agreed between the Parties in the Addendums or otherwise. Any change:






	 	(i)	 	in the Process and/or any other change, that may affect the quality,
reliability, interchangeability, availability, fit, form or function of any Product,
	 
	 	(ii)	 	that may affect the correct fulfilment of this Purchase Agreement, and/or

	 
	 	(iii)	 	of a place of manufacturing,






requires mutual prior written agreement. SELLER agrees to inform BUYER of the
implementation of agreed changes as reasonably requested by BUYER. For the sake of clarity
the Parties understand and agree that this Clause 3.1.2 applies also to situations where
any Sub-suppliers are used.




	3.1.3	 	At BUYER’s reasonable request, SELLER agrees prior to the first delivery of the Product(s)
and at any time thereafter upon BUYER’s request to specify the Process in writing.
	 
	3.1.4	 	SELLER shall label the Products in accordance with BUYER’s instructions.
	 
	3.2	 	Rights in BUYER Customised Product(s)
	 
	3.2.1	 	Unless otherwise agreed in a Development Agreement, all right, title and interest in and to
all Intellectual Property Rights in or related to:






	 	(i)	 	the Product(s), to the extent customised for BUYER; and
	 
	 	(ii)	 	the Specification(s), drawings, manuals, documents, data, software and
other material, to the extent provided by or on behalf of BUYER,






shall hereby vest in and be the sole and exclusive property of BUYER. Unless otherwise
agreed in a Development Agreement, Seller shall be entitled to use such Specifications,
drawings, manuals, documents, data, software and other material provided by BUYER for the
purposes of this Agreement.




3.2.2
   BUYER has the right to sell, offer for sale, rent, lease, distribute, manufacture, have
manufactured by a third party and/or otherwise use and/or licence any BUYER customised
Product(s) and/or any BUYER customised part of a Product without charge.




3.2.3
   SELLER shall not directly or indirectly use, manufacture, sell, offer for sale, rent, lease,
distribute, license or otherwise exploit any Product(s) or part of Product(s), to the extent
customised for BUYER, without BUYER’s prior written consent.




3.3
      Rights in Tooling for BUYER Customised Product(s)




3.3.1
   All right, title and interest in and to all Intellectual Property Rights in or related to:



© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.




 









 





			
	
	 	6(19)







	 	(i)	 	the Tooling, to the extent (a) provided by or on behalf of BUYER, or (b)
paid by BUYER; and
	 
	 	(ii)	 	the drawings, documentation and other material relating to such Tooling to
the extent (a) provided by or on behalf of BUYER, or (b) paid for by BUYER






shall hereby vest in and be the sole and exclusive property of BUYER. SELLER shall assign
any and all such rights to BUYER and take such additional actions as may be requested by
BUYER to perfect BUYER’s rights thereto.




	3.3.2	 	SELLER shall clearly mark that the Tooling shall be the property of BUYER as required in the
relevant country. The Parties shall separately agree upon in the Addendums or Appendices
thereto how to ensure BUYER’s rights in SELLER’s bankruptcy and other situations, if needed.






	3.3.3	 	SELLER agrees to properly maintain the Tooling at SELLER’s cost, as may be further agreed in
the Addendums.





3.4 Country of Origin and Export Control





	3.4.1	 	SELLER agrees to inform BUYER in writing about the country of origin status of each Product.
SELLER agrees to inform BUYER of any change of a country of origin status by giving at least
six (6) months’ prior written notice, or as soon as possible if not reasonably possible to
provide earlier notice. This Clause 3.4.1 shall not limit SELLER’s other obligations in this
Purchase Agreement and especially in Clause 3.1.2 and Clauses 17.1-17.3.






	3.4.2	 	The SELLER shall comply with the U.S and other governments’ export control regulations and
warrants that it will not export any Products without appropriate authorization. The SELLER
agrees that it shall promptly, upon BUYER’s request, provide BUYER the export control
classifications and information on the applicable export or re-export authorizations and all
necessary information of the Products for any required export, re-export or import licenses.
The SELLER further warrants that it will keep BUYER informed of any changes or expected
changes in the export control classifications or applicable export or re-export
authorizations.





4.0 PURCHASE ESTIMATES AND FLEXIBILITY





	4.1	 	The Parties hereto acknowledge, that any global forecast(s), other forecasts or estimates of
different business group’s for BUYER’s anticipated needs for Products are estimates only based
on the best assumption of BUYER and SELLER agrees to use the global forecast(s), other
forecasts and estimates to determine its manufacturing capacity requirements for Products.






	4.2	 	SELLER agrees that global forecasts, other forecasts and estimates are not offers to purchase
Products and are not binding on BUYER. BUYER shall not have any minimum ordering and/or
purchase commitment for Product(s).





© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.









 









 











			
	
	 	7(19)







	4.3	 	SELLER agrees to use best efforts to meet BUYER’s quantity requirements, that exceed
forecasts referred to above, even in situations of capacity limitations or allocation between
several purchasers. Additional flexibility requirements may be further defined in the
Addendums. This flexibility is a business risk of SELLER.





5.0 ORDERING, LOGISTICS AND DELIVERY





	5.1	 	The Parties shall comply with the separate mutually agreed ordering and logistics
procedure(s) as specified in the Addendums or otherwise.






	5.2	 	Provided BUYER has complied with agreed ordering and logistics procedures specified in
Addendum B and its appendices, SELLER shall not have the right to refuse to supply the
Products ordered by BUYER in accordance with the purchase volumes indicated in BUYER’s
estimates or other planning tools referred to in Clause 4 above. In case no estimate is given
SELLER shall make its best efforts to accept all Purchase Orders.






	5.3	 	Partial or early deliveries are not allowed, unless expressly accepted by BUYER in writing on
a case-by-case basis prior to the intended Delivery Date.
	 
	5.4 	 	Time shall be of the essence in this Purchase Agreement.







	5.5	 	If SELLER cannot deliver the Products in accordance with the agreed Lead Times, if
applicable, and/or on the mutually agreed Delivery Date, or in accordance with the minimum and
maximum levels agreed in the Addendums or the Appendices thereto, then SELLER shall as soon as
SELLER becomes or should have become aware of the delay, inform BUYER thereof in writing. Such
notice shall be entitled “Notice of Delay”, and shall also include:






	 	(a)	 	identification of which kind and what quantities of the Products will be
delayed;
	 
	 	(b)	 	the anticipated duration of delay for each kind and quantity;
	 
	 	(c)	 	the cause(s) of the delay;
	 
	 	(d)	 	the actions that SELLER is taking and will take to remedy or shorten the
delay; and
	 
	 	(e)	 	a proposal, for BUYER’s approval, of a new Delivery Date for each kind and
quantity of the delayed Products, together with a clear, firm commitment to treat
such new Delivery Date as contractual and to make the deliveries by such date.






In order to avoid any delay in Delivery, SELLER shall use best efforts (such as, but not
limited to, expedited freight), at the cost of SELLER, to minimize the possible delay.




	5.6	 	If BUYER does not agree with SELLER’s proposal for the new Delivery Date submitted in
accordance with Clause 5.5 above, and in case the respective delivery of the Products is
delayed one (1) day or more from the agreed Delivery Date due to reasons other than an event
of Force Majeure (as set forth below in Clause 18), then BUYER shall have the right to
terminate the respective delivery in whole or part without any





© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.









 









 











			
	
	 	8(19)







liability to SELLER. Should
BUYER in any such case purchase the respective products from a third party supplier, then
SELLER shall be liable to compensate BUYER for any and all direct costs, which exceed the
Price of the Products under this Purchase Agreement, arising out of such covering purchase.




	5.7	 	The terms of delivery are set forth in the Addendums and/or the Appendices thereto and
defined in accordance with INCOTERMS 2000.
	 
	6.0	 	PRICE(S)
	 
	6.1	 	The Price(s) are stated in the Addendums hereto unless otherwise agreed. Changes in Price(s)
shall be mutually agreed in writing and negotiated in good faith. The Price(s) are set in USD,
unless otherwise mutually agreed in the Addendums or otherwise.
	 
	6.2	 	All Prices are gross amounts but exclusive of any value added tax (VAT) only. BUYER shall be
entitled to withhold from payments any applicable withholding taxes. SELLER shall comply with
all local tax and employment legislation.
	 
	 	 	Each Party shall pay all taxes (including, but not limited to, taxes based upon its
income) or levies imposed on it under applicable laws, regulations and tax treaties as a
result of this Purchase Agreement and any payments made hereunder (including those
required to be withheld or deducted from payments) and shall furnish evidence of such paid
taxes as is sufficient to enable the other Party to obtain any credits available to it.
	 
	6.3	 	[*]
	 
	7.0	 	PAYMENT TERM
	 
	7.1	 	The payment term is [*] days net from the date of invoice, unless otherwise stated in the
Addendums. The date of invoice shall not be earlier than the date of shipment. If the Parties
use BUYER’s self-billing, BUYER shall issue an invoice as mutually agreed in the Addendums or
otherwise. The Parties agree to apply the NOKIA Bank Link Policy to all payments. BUYER has
the obligation to pay an invoice where SELLER has delivered the Products in accordance with
this Purchase Agreement.
	 
	7.2	 	BUYER is entitled to withhold payment in respect of a delivery of the Products, which
delivery is not fulfilled in accordance with the requirements set forth under this Purchase
Agreement and the Addendums hereto, until the delivery is completed to comply with said
requirements. Notwithstanding the above, if BUYER in accordance with Clause 5.3 above accepts
partial delivery in writing, then Seller shall be entitled to invoice BUYER accordingly.
	 
	 	 	[*]
	 
	7.3	 	BUYER shall be liable for late payment interest as defined in the Addendum.
	 
	8.0	 	ENVIRONMENTAL AND ETHICAL ISSUES





© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.









 









 











			
	
	 	9(19)







	8.1	 	SELLER shall comply with the principles of the Business Charter for Sustainable Development
(published by the International Chamber of Commerce in 1991) for environmental management.
SELLER encourages the adoption of the principles therein by its Sub-suppliers. BUYER may,
where appropriate, request improvements in SELLER’s practices to ensure compliance with the
said principles and the NOKIA Supplier Requirements for the environment. SELLER shall take
into consideration environmental issues in all phases or Product development and the Process.






	8.2	 	SELLER shall inform BUYER, on request, of all materials, substances and compounds by weight
and by location in the Products in the form required by BUYER. SELLER shall further, upon
request, provide BUYER with instructions for disassembly, re-use and end-of-life treatment of
the Products and with any other information that BUYER may need based on statutory
requirements.






	8.3	 	BUYER has the right, but is not obliged, to return any Products to SELLER free of charge and
SELLER shall be responsible for the proper disposal and/or recycling of the Products. If any
Product does not strictly conform to the Environmental Requirements as they exist at the time
of delivery, and where the law requires selective end-of-life treatment for the Products,
SELLER shall compensate any such direct costs to BUYER if the law was in effect at the time of
Product shipment from SELLER.






	8.4	 	SELLER shall implement an environment management system (EMS) based on the basic principles
of ISO 14001 standard.






	8.5	 	SELLER agrees that in the designing, manufacturing, delivering and through the entire supply
chain of the Products all national and international laws, directives, statutes (including but
not limited to EU statutes) and regulations are diligently followed.






	8.6	 	SELLER shall be committed to ethical conduct and respect for human rights in the spirit of
internationally recognized social and ethical standards, e.g., SA8000. SELLER further monitors
the ethical performance of its Sub-suppliers and takes immediate and thorough steps in cases
where ethical performance of its Sub-suppliers is questioned.





9.0 ACCEPTANCE AND REJECTION OF PRODUCT(S) AND QUALITY





	9.1	 	SELLER warrants that it shall at all times strictly adhere to the agreed Quality Requirements
and the NOKIA Supplier Requirements. The Product quality acceptance and rejection process
shall be as separately agreed in writing in the Addendums and/or the Appendices thereto.
SELLER shall be responsible for taking preventive and corrective actions to ensure continuity
of compliance with the Specifications, the Quality Requirements and workmanship standards.






	9.2	 	SELLER agrees to inspect the Product(s) prior to the Delivery, measure and maintain records
of the out-going quality level of the Product(s) as mutually agreed, and confirm that the
Products meet the Specification(s). Upon request, SELLER shall submit to BUYER SELLER’s
Product inspection and testing records. SELLER agrees to without delay inform BUYER of any
relevant quality related issues and to use its best efforts to correct any deviations from
agreed quality without delay.





© Nokia Corporation

Proprietary and Confidential




Purchase Agreement 4.0



[*] = 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.




 









 








			
	
	 	10(19)







	9.3	 	SELLER agrees to properly inspect and supervise the quality of raw materials and components
used in the Process and to ensure the continuous proper quality of the Products.






	9.4	 	BUYER has no liability to conduct incoming inspections but may do so as may be further
defined in the Addendums. BUYER’s acceptance of Product(s) shall not release SELLER from any
of its obligations and liabilities under this Purchase Agreement and/or the Addendums.






	9.5	 	If BUYER has to initiate and maintain incoming inspection activities as a result of SELLER’s
inability to deliver only Products that strictly conform to the Quality Requirements, then
SELLER shall compensate the cost of such incoming inspections to BUYER in a mutually agreed
way.





10.0 PRODUCTION RECOVERY AND FACILITY SURVEY





	10.1	 	SELLER agrees to maintain and provide to BUYER a written production recovery plan within
thirty (30) days from the Effective Date of this Purchase Agreement. The plan shall describe
in detail SELLER’s plan for recovery from incidents affecting the operation of production
line(s), the Process or any SELLER or Sub-supplier plant involved in the Process and
alternative processes for resuming production of the Products by opening an alternative
facility or setting up the necessary equipment and assembly lines in an existing factory of
SELLER and/or of its Affiliates. SELLER agrees to allow BUYER and a BUYER-appointed third
party to audit SELLER’s risk management systems with reasonable advance notice of such
facility audit(s). SELLER does not have an obligation to allow such audit rights to a BUYER
appointed third party who is in the reasonable judgment of SELLER a competitor of SELLER.
SELLER agrees to comply with BUYER’s reasonable recommendations regarding such risk management
systems.
	 
	 	 	SELLER agrees that should any of the events of Force Majeure or other events that affect
manufacturing occur, it shall promptly implement the steps detailed in the recovery plan
to the full extent and shall take all other necessary measures to resume the performance
of its obligations under this Purchase Agreement in the shortest time possible.
	 
	10.2	 	BUYER reserves the right, by itself or through its appointed representative, during regular
business hours and following reasonable notice to SELLER, to inspect SELLER’s physical
facilities or quality control procedures, or to conduct environmental management system
audits, both prior to the first delivery of the Products under this Purchase Agreement and
periodically thereafter, in order to verify compliance of SELLER with the Specifications, the
Quality Requirements, and other standard industry practices and procedures. [*] SELLER does
not have an obligation to allow such inspection rights to a BUYER appointed third party who is
in the reasonable judgment of SELLER a competitor of SELLER.
	 
	 	 	SELLER shall maintain quality control procedures mutually agreed upon by the Parties as a
result of such facility survey. In the event that BUYER determines during any





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	 	11(19)







facility
survey, that the quality procedures applied by SELLER are insufficient as to ensure
consistent production of Products which are strictly in conformance with the
Specifications and the Quality Requirements, then BUYER shall specifically inform SELLER
thereof and of the corrective measures to be undertaken by SELLER. SELLER hereby agrees to
undertake any such corrective measures without delay. The Parties further agree, that the
above shall also apply to any and all Sub-suppliers of SELLER involved in the manufacture
of the Products. The SELLER hereby agrees to take all measures necessary in order to
ensure compliance of its Sub-suppliers with this Clause 10.




	11.0	 	INSURANCE
	 
	11.1	 	SELLER shall maintain in force and upon request give evidence of adequate insurance coverage
in accordance with the Exhibit 1.
	 
	12.0	 	WARRANTY
	 
	12.1	 	SELLER initially warrants all Products to be free from defects in design, materials and
workmanship for a period of [*] from the Delivery Date or, where applicable, from the
Consumption (“Warranty Period”). The warranty includes further that the Products shall:






	 	(i)	 	be new, unused, in a good working condition;
	 
	 	(ii)	 	be fit for the purpose for which they are intended; and
	 
	 	(iii)	 	strictly conform to the Specification(s) and the agreed quality.






	 	 	Any breach of, non-conformance with or deviation from the warranty set out in this
Clause 12.1 shall be referred to as Defect in this Purchase Agreement and the Addendums
hereto.
	 
	 	 	Further, SELLER and BUYER agree that no later than 1 January 2007, the warranty
period for all Products delivered after said date will be [*]. Before 1 January 2007, the
Parties will meet and confer to review Product return data for the previous 12 months
period and the SELLER reserves the right to renegotiate prices.
	 
	12.2	 	If any Product(s) do not meet the warranties given by SELLER, SELLER may at SELLER’s option
and upon notice to BUYER:






	 	(i)	 	supply replacement Product(s) to fully satisfy the given warranties at
SELLER’s sole risk and expense within a reasonable time period specified by BUYER; or
	 
	 	(ii)	 	repair such Product(s) at SELLER’s sole risk and expense within a
reasonable time period specified by BUYER; or
	 
	 	(iii)	 	repair the Product(s) or cause the Product(s) to be repaired by any third
party at SELLER’s sole risk and expense; and/or
	 
	 	(iv)	 	take measures and/or bear costs as further defined in the Addendums hereto.






	12.3	 	Extended service warranty is separately addressed in Appendix 6 to Addendum B.





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	 	12(19)







	13.0	 	PRODUCT LIABILITY






	13.1	 	Seller shall defend, indemnify and hold Buyer and its officers, directors, employees and
customers harmless from and against all damage, claims, demands, suits, proceedings, damages,
costs, expenses and liabilities, including without limitation, reasonable legal fees brought
against Buyer by an unaffiliated third party for






	 	(i)	 	injury to persons, including death; and/or
	 
	 	(ii)	 	loss or damage to any property






resulting from any acts or omissions of Seller in the performance of this Agreement
and/or a failure of the Products to conform to the Specifications and the Quality




Requirements. Seller shall maintain in force and upon request give evidence of adequate
insurance covering its potential liability under this Clause 13.1.




Buyer shall on its behalf indemnify and hold Seller and its officers, directors and
employees harmless from and against all damage, claims, demands, suits, proceedings,
damages, costs, expenses and liabilities, including without limitation, reasonable legal
fees brought against Seller by an unaffiliated third party for




	 	(i)	 	injury to persons, including death; and/or
	 
	 	(ii)	 	loss or damage to any property






resulting from any acts or omissions of Buyer in the performance of this Agreement.




	13.2	 	As a condition to such indemnification, each Indemnitee shall give timely notice to the
Indemnitor of the relevant claim, and shall cooperate with the Indemnitor, at the Indemnitor’s
expense, in the defense and/or settlement of such claim.






	13.3	 	Without limiting the indemnity obligations related to an unaffiliated third party’s
successful product liability claim, neither Party shall be liable to the other for any
special, punitive, or consequential damage, including but not limited to loss of business or
goodwill, loss of revenue or profits, arising under or in connection with such product
liability claim under this clause 13. , except in cases of intentional misconduct or gross
negligence. For the purposes of this clause 13.3, ‘gross negligence’ shall mean wilful
default in the United Kingdom.






	14.0	 	INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION






	14.1	 	Seller represents and warrants that the Products do not infringe any Intellectual Property
Right of any third party.






	14.2	 	Seller shall settle and/or defend at its own option and its own expense and to indemnify and
hold Buyer harmless from any cost, expense, loss, attorney’s fees or damage arising out of any
third party claim, demand, suit or proceedings against Buyer or any customer of Buyer to the
extent such claim, demand, suit or proceedings alleges that the Products infringe upon any
Intellectual Property Rights of any third party, provided that: (1) Buyer informs Seller in
writing of any such claim, demand, proceeding or suit without delay; (2) Seller is given
control over the defense thereof and Buyer reasonably cooperates in the defense at Seller’s
expense; and (3)Buyer will





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	 	13(19)







not agree with the third party to the settlement of any such claim,
demand, suit or proceeding prior to final judgment thereon without the prior written consent
of Seller, which consent shall not be unreasonably withheld. Buyer shall have the right to
select its own counsel to participate in any such defense at Buyer’s own expense.




	 	 	This indemnification does not apply to the extent that: (1) infringement arises by a
combination made by Buyer or a customer of Buyer to whom Buyer has supplied the Products,
of Products furnished under this Agreement with other Products not furnished hereunder by
Seller except to the extent Seller is a contributory infringer, or (2) infringement arises
solely from changes or modifications made to or from the Products by Buyer or Buyer’s
customer, or (3) infringement arises from Products that are made in accordance with
drawings, samples, or manufacturing specifications
designated by Buyer and Seller proves that such infringements arise solely from such
drawings, samples, or manufacturing specifications designated by Buyer.
	 
	14.3	 	If a claim, demand, suit or proceeding alleging infringement is brought against Buyer or
Seller, or Seller believes one may be brought, Seller shall have the option, at its expense,
to: (1) modify the Products to avoid the allegation of infringement, while at the same time
maintaining compliance of the Products with the requirements set forth under this Agreement,
or (2) replace the Products with non-infringing but equivalent Products, which comply with
requirements set forth under this Agreement, or (3) [*]
	 
	14.4	 	In the event that any Product to be furnished under this Agreement is to be made in
accordance with drawings, samples or manufacturing specifications designated by Buyer and to
the extent such Product is not the design of Seller, Buyer agrees to settle and/or defend,
at is own option and its own expense and to indemnify, hold Seller harmless from any cost,
expense, loss, attorney’s fees or damage arising out of any claim, demand, suit or
proceedings against Seller to the extent such claim, demand, suit or proceedings allege that
such Product, drawings, samples or manufacturing specifications designated by Buyer
infringes upon any Intellectual Property Right of any third party; provided that (1) Seller
informs Buyer in writing of any such claim, demand, suit or proceedings without delay, and
(2) Buyer is given control over the defense therof and Seller reasonably cooperates in the
defense at Buyer’s expense, and (3) Seller will not agree with the third party to the
settlement of any such claim, demand, suit or proceedings prior to a final judgement theron
without the prior written consent of Buyer, which consent shall not be unreasonably
withheld. Seller shall have the right to select its own counsel to participate in any such
defense at Seller’s own expense. This indemnification does not apply to the extent any
infringement or any claim of infringement results from changes or modifications made by
Seller or on behalf of Seller to the drawings, samples, manufacturing specifications or any
other information designated by Buyer.
	 
	14.5	 	The foregoing indemnification obligations are Indemnitee’s sole and exclusive remedy, and
Indemnitor’s entire liability, for any claims of infringement of intellectual property
rights by the Products.





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Act of 1934, as amended.



 










 






	 	 	 	 	 
	

	 	 	 	14 (19)







	15.0	 	DEFENSE
	 
	15.1	 	SELLER agrees to defend at SELLER’s risk and expense any and all claims, suits, actions,
demands and proceedings under Clauses 13 and 14 with counsel acceptable to BUYER, at BUYER’s
prior written request for such defence. If Buyer reasonably determines that any claim or any
proposed claim settlement might adversely affect any Buyer indemnities, Buyer may take
control of the investigation, defense and/or settlement of the claim at Buyer’s risk and
expense. If Buyer elects to do so, Buyer and its attorneys shall proceed diligently and in
good faith. Notwithstanding the indemnifying party’s primary right to have control over the
defense, the Indemnitee may take all necessary steps, at the expense of the Indemnifying
party, to defend itself until the Indemnifying party, to the reasonable satisfaction of the
Indemnitee, assigns a counsel and initiates defense in a professional manner, and the
Indemnifying party agrees to fully cooperate with such defense.
	 
	16.0	 	LIMITATION AND/OR EXCLUSION OF LIABILITY
	 
	16.1	 	EXCLUDING WARRANTY CLAIMS UNDER CLAUSE 12, PRODUCT LIABILITY INDEMNIFICATION CLAIMS
UNDER CLAUSE 13, INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION CLAIMS UNDER CLAUSE
14, DEFENSE COSTS UNDER CLAUSE 15 AND CONFIDENTIALITY CLAIMS UNDER CLAUSE
19, NEITHER PARTY SHALL BE LIABLE TO EACH OTHER IN CONTRACT, TORT OR OTHERWISE, WHATEVER
THE CAUSE THEREOF, FOR LOSS OF BUSINESS OR GOODWILL, LOSS OF REVENUE OR LOSS OF PROFITS OR ANY
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE INCURRED BY THE OTHER PARTY AND ARISING
UNDER OR IN CONNECTION WITH THIS PURCHASE AGREEMENT, UNLESS SUCH DAMAGE IS CAUSED BY GROSS
NEGLIGENCE OR WILFUL MISCONDUCT. FOR THE PURPOSES OF THIS CLAUSE 16.1 GROSS NEGLIGENCE SHALL
MEAN WILLFUL DEFAULT IN THE UNITED KINGDOM.
	 
	17.0	 	USE OF SELLER SUB-SUPPLIERS AND BUYER SUBCONTRACTORS.
	 
	17.1	 	SELLER agrees not to use other than [*] in the manufacturing of the Product(s) without
BUYER’s prior written consent.
	 
	17.2	 	Upon BUYER’s request, SELLER shall provide a list of all critical Sub-suppliers involved in
the Process, no more frequently than semi-annually. For the purposes of this clause 17.2, a
critical Sub-supplier is any vendor who sells component parts to SELLER that are equal to or
greater than ten (10%) percent of the SELLER Bill of Material for a particular Product, all
MMIC vendors and all other vendors mutually agreed to be critical Sub-suppliers.
	 
	17.3	 	SELLER has the sole responsibility and liability for the performance and non-performance of
the Sub-supplier(s).
	 
	17.4	 	On BUYER’s request, SELLER agrees that this Purchase Agreement and the Addendums hereto shall
in their entirety be applied between SELLER and the Subcontractor(s) including without
limitation BUYER’s logistics service providers.





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[*]
= 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.




 









 








	 	 	 	 	 
	

	 	 	 	15 (19)







	 	 	SELLER may refrain from deliveries to the Subcontractor(s) that are not credit worthy or
in the reasonable judgment of SELLER are competitors of SELLER. In any case, SELLER agrees
that this Purchase Agreement and the Addendums hereto are in their entirety applied
between SELLER and BUYER also to and regarding any Product(s) sold and/or delivered by
SELLER to the Subcontractor(s) to be used for manufacturing Products for BUYER and BUYER
is explicitly entitled to benefit the terms and conditions of this Purchase Agreement and
the Addendums hereto to the extent applicable. However,






	 	(i)	 	the Subcontractor(s) shall be independent in relation to BUYER;
	 
	 	(ii)	 	BUYER undertakes no liability for performance and/or non-performance of
the Subcontractor(s)’ obligations against SELLER;
	 
	 	(iii)	 	SELLER shall enforce all Subcontractor(s)’ undertakings and exercise
SELLER’s rights only against the Subcontractor(s) directly and not against BUYER;
and
	 
	 	(iv)	 	BUYER shall at all times maintain its own rights in accordance with
this Purchase Agreement and the Addendums hereto
	 
	 	(v)	 	the Subcontractor agrees to be bound by the terms of this Purchase
Agreement.






	18.0	 	DUTY TO INFORM AND FORCE MAJEURE
	 
	18.1	 	SELLER agrees to promptly inform BUYER in writing of event(s) that are about to occur or
appear imminent and may reasonably affect SELLER’s ability to meet any of its obligations
under this Purchase Agreement, including without limitation delay in Delivery, a material
change in ownership of SELLER, infringement of third party Intellectual Property Rights, or
any other action, omission or development which would be important for BUYER to be aware of in
order to take precautions to prevent such from causing adverse effect to its business,
reputation, production schedule, or product liability.
	 
	18.2	 	The affected Party is not liable for a failure to perform any of its obligations under this
Purchase Agreement to the extent it proves that the failure was due to Force Majeure. The
affected Party shall without delay take reasonable steps to limit or minimise the consequences
of Force Majeure.
	 
	 	 	If Force Majeure continues for more than seven (7) days,
BUYER may cancel the relevant purchase orders.
	 
	19.0	 	CONFIDENTIALITY
	 
	19.1	 	Each Party (“Receiving Party”) shall not disclose to third Parties nor use for any purpose
other than for the proper fulfilment of this Purchase Agreement any technical or commercial
information (“Information”) received from the other Party (“Disclosing Party”) in whatever
form under or in connection with this Purchase Agreement without the prior written permission
of the Disclosing Party except information which






	 	a)	 	is in the public domain at the time of disclosure or later becomes part of
the public domain through no fault of the Receiving Party; or





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	 	 	 	16 (19)







	 	b)	 	was known to the Receiving Party prior to disclosure by the Disclosing
Party as proven by the written records of the Receiving Party; or
	 
	 	c)	 	is disclosed to the Receiving Party by a third party who did not obtain
such Information, directly or indirectly, from the Disclosing Party; or
	 
	 	d)	 	was independently developed (by personnel having no access to the
Information) by the Receiving Party.






	 	 	BUYER may communicate the terms and conditions of this Purchase Agreement with its
Subcontractors and logistics service providers in accordance with Clause 17.4.
	 
	19.2	 	SELLER hereby expressly agrees, that the use of BUYER as reference, and/or the use of BUYER
or reference to BUYER in the marketing or in any materials or activities of SELLER in any way
is strictly forbidden. SELLER shall not make any statements, announcements and/or press
release of this Purchase Agreement or part thereof, or of the relationship herein described,
without a prior written acceptance of BUYER given on case-by-case basis.
	 
	19.3	 	The provisions of this Clause 19 shall be valid for [*] years from the date of disclosure.
	 
	 	 	Any Non-Disclosure Agreement(s) entered into between the Parties prior to the Effective
Date of this Purchase Agreement shall remain to be valid, in accordance with its terms and
conditions, in respect of the Information disclosed by either Party before the Effective
Date of this Purchase Agreement, and in respect of the Information disclosed outside the
scope of this Purchase Agreement.
	 
	20.0	 	EFFECTIVE DATE, TERM AND TERMINATION
	 
	20.1	 	This Purchase Agreement becomes effective on January 1st 2006 (“Effective Date”) and, except
for Seller’s cumulative Product Retrofit liability described in Addendum B, shall have no
retroactive effect for deliveries made prior to 1 January 2006. This Purchase Agreement
continues to be effective until terminated in accordance with this Clause 20.
	 
	20.2	 	Either Party may terminate this Purchase Agreement for convenience with at least eighteen
(18) months’ prior written notice.
	 
	20.3	 	Either Party may terminate this Purchase Agreement forthwith in writing if the other Party:






	 	(i)	 	becomes insolvent, is declared bankrupt, suffers other similar proceeding
or discontinues its business; or
	 
	 	(ii)	 	is in breach of any of its material obligations under this Purchase
Agreement and has failed to remedy such breach within thirty (30) days after having
received written notice of such breach and the intention of the notifying Party to
terminate this Purchase Agreement if the breach is not timely remedied.





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	 	 	 	17 (19)







	 	 	In addition to what is mentioned above BUYER has the right to terminate this Purchase
Agreement in case SELLER sells all or substantially all of its assets, merges or
consolidates with a third party or suffers a material change of ownership.
	 
	 	 	The termination of this Purchase Agreement in accordance with this Clause 20.3 shall also
terminate the carrying out of any outstanding Purchase Orders, whether confirmed or not.
	 
	20.4	 	This Purchase Agreement shall survive any termination with regard to Product(s) already
delivered under this Purchase Agreement.
	 
	20.5	 	The Party is entitled to claim actual damages from the other Party in the case where this
other Party has breached this Agreement or any provision thereof.
	 
	21.0	 	MISCELLANEOUS
	 
	21.1	 	Neither Party shall assign any of its rights or obligations under this Purchase Agreement
without prior written consent of the other Party.
	 
	21.2	 	No waiver is effective unless executed in writing in each separate case and signed by both
Parties.
	 
	21.3	 	Notwithstanding anything to the contrary in any of the terms of this Purchase Agreement, any
co-operation, requirement, request, direction, instruction, acceptance or other similar action
or lack of such action by BUYER shall not release SELLER from any of its obligations and
liabilities under this Purchase Agreement, unless expressly agreed by BUYER in writing.
	 
	21.4	 	The governing language of this Purchase Agreement and any correspondence shall be English.
	 
	21.5	 	All rights and remedies under this Purchase Agreement are cumulative. A Party’s exercise of
any right or remedy does not affect its other rights or remedies in accordance with this
Purchase Agreement.
	 
	21.6	 	In the event that any provision of this Purchase Agreement shall be held invalid as contrary
to any law, statute or regulation in that regard, the invalidity of such provision shall in no
way affect the validity of any other provision of this Purchase Agreement and each and every
provision shall be severable from each and every other.
	 
	21.7	 	The headings used in this Purchase Agreement are inserted for convenience only and shall not
affect the interpretation of the respective provisions of this Purchase Agreement. This
Purchase Agreement shall not be construed more or less strictly against either Party for its
participation or lack thereof in its drafting.
	 
	21.8	 	The Parties shall be deemed independent contractors hereunder. This Purchase Agreement is not
intended to create a partnership, franchise, joint venture, agency, or employment relationship
between the Parties. Unless otherwise agreed in writing by





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	 	 	 	18 (19)







	 	 	the Parties, neither Party shall make any express or
implied agreements, warranties, guarantees,
commitments or representations, or incur any debt,
in the name or on behalf of the other Party.
	 
	22.0	 	APPLICABLE LAW AND DISPUTES
	 
	22.1	 	This Agreement shall be governed by the laws of [*] without regard to its conflict of laws
principles, as if wholly performed therein. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this Agreement. The parties agree that any and
all disputes arising out of or in connection with this Agreement shall be finally settled in
arbitration by three neutral arbitrators appointed by the International Chamber of Commerce
(“ICC”) and shall be conducted pursuant to the ICC’s regulations then in force. The
arbitration proceedings shall be conducted in Geneva, Switzerland.
	 
	22.2	 	All arbitration proceedings and all discovery related thereto shall be conducted in the
English language. Subject to the limitations on liability set forth in this Agreement, the
arbitrators may fashion any legal or equitable remedy. The arbitration award shall be
executable and final, and binding on the Parties.
	 
	22.3	 	In the event of a breach, threatened breach or likely breach of this Agreement, nothing
contained in this Agreement to the contrary shall bar the non-breaching Party from seeking
injunctive relief in a court of competent jurisdiction. In addition, notwithstanding anything
to the contrary, any disputes related to BUYER’s Intellectual Property Rights or confidential
information may, at BUYER’s sole election, be resolved by a court of competent jurisdiction.





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[*] = 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.




 









 








	 	 	 	 	 
	

	 	 	 	19 (19)







	23.0	 	PREVIOUS AGREEMENTS AND APPLIED DOCUMENTS
	 
	23.1	 	This Purchase Agreement, along with associated Addendum(s) and Appendices, contains the
entire understanding between the Parties in respect of this subject matter. The Addendums,
Appendices, and Exhibits shall be an integral part of this Purchase Agreement.
	 
	23.2	 	Amendments to this Purchase Agreement shall be valid only if executed in writing and signed
by both Parties, unless otherwise agreed in the Addendums.




IN WITNESS WHEREOF this Purchase Agreement has been duly signed and executed in two original copies




For and on behalf of

NOKIA CORPORATION

Networks




	 	 	 
	Signed
by: /s/ Nils Nordman

	 	Signed by: /s/ Hemi Vander Stichele
	 
	 	 
	Name:
Nils Nordman

	 	Name: Hemi Vander Stichele
	 
	 	 
	Title:
Purchasing Manager

	 	Title: Director, Networks Global
Sourcing
	 
	 	 
	Date:
Dec. 29, 2005

	 	Date: December 29, 2005
	 
	 	 
	Place:
Espoo, Finland

	 	Place: Espoo, Finland
	 
	 	 
	For and on behalf of
	 	 
	ENDWAVE CORPORATION
	 	 
	 
	 	 
	Signed
by: /s/ Steven Layton

	 	Signed:
	 
	 	 
	Name:
Steven Layton

	 	Name:
	 
	 	 
	Title:
V.P. + G.M.

	 	Title:
	 
	 	 
	Date:
December 30, 2005

	 	Date:
	 
	 	 
	Place:
Sunnyvale, CA

	 	Place:






(No further entries or terms; Addendums and Appendices follow)




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[*] = 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 1 to ESLNST2676




INSURANCE REQUIREMENTS APPENDIX (01/2002, US-Small)



SELLER shall meet and comply with the following “Insurance Requirements”, as stated in this
Insurance Requirements Appendix (this “Appendix”):





	1.	 	SELLER’s Obligations






	 	a.	 	SELLER shall carry and maintain in full force and effect during the term of the
parties’ agreement(s) at least the minimum insurance coverages stated in Section
2 below.
	 
	 	b.	 	All insurance policies providing such coverage must be written on an occurrence basis
for worker’s compensation and employer’s, commercial general, commercial automobile and
umbrella liability coverage and on a claims made basis for professional/errors and
omissions and software errors and omissions coverages. SELLER’s insurance is primary to
any valid collectible insurance carried by the Additional Insureds (defined below).
	 
	 	c.	 	The insurer(s) providing such coverages must be licensed and admitted in the state(s)
of SELLER’s operations and performance of the parties’ agreement(s), and have a rating of
“A-” and policyholder’s surplus size “VII” or better as listed in the then-current Best’s
Insurance Report published by A.M. Best Company, Inc., or equivalent rating from Standard &
Poors or Moody’s.
	 
	 	d.	 	The Commercial General Liability and Umbrella Liability insurance coverages shall
protect SELLER and NOKIA and each of the Additional Insureds, where applicable, from and
against claims against SELLER and/or NOKIA for damages for personal injury, property
damage, bodily injury, including without limitation, mental distress and anguish, and
death, which may be sustained by or made against SELLER, NOKIA, their respective directors,
officers, employees and agents, affiliates or sustained by any third parties, unless claims
are wholly due to the gross negligence or willful misconduct of NOKIA.






	2.	 	Minimum Insurance Coverage
	 
	 	 	The required minimum insurance coverages and limits which SELLER shall obtain and maintain shall
include the following:






	 	 	 	2.A. Worker’s Compensation and Employer’s Liability:






	 	 	 	2.A.1. Coverage A — Statutory Benefits






Coverage for liability imposed under the Workers’ Compensation laws or
similar provisions of the state(s) in which SELLER is performing work to
fulfill obligations under the parties’ agreement(s), including exempt
employees.


[*] = 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.




1.









 









	 	 	 	2.A.2. Coverage B — Employer’s Liability
	 
	 	 	 	     Limits of at least: USD [*] Bodily Injury by Accident
	 
	 	 	 	                    USD [*] Bodily Injury by Disease – Policy Aggregate
	 
	 	 	 	                    USD [*] Bodily Injury by Disease – Each Employee
	 
	 	 	 	2.A.3. Extensions of Coverage






2.A.3.1. Other States Insurance Coverage




2.A.3.2. Federal Workers’ Compensation Act Coverage (as applicable)




2.A.3.3. Proprietors, Partners and Executive Officers Coverage




	 	 	 	2.B. Commercial General Liability:






	 	 	 	2.B.1. Required Coverage Limits






The following coverages shall have the following minimum limits, exclusive
of defense costs, which shall be paid under the insurance policy outside
the limits:




     USD [*] General Annual Aggregate




     USD [*] Products/Completed Operations Annual Aggregate




     USD [*] Personal and Advertising Injury Annual Aggregate




     USD [*] Each Occurrence




     USD [*] Medical Payments




	 	 	 	2.B.2. Extensions of Coverage






2.B.2.1. Duty to Defend




2.B.2.2. “Pay on behalf of” wording




2.B.2.3. Contractual Liability Coverage




2.B.2.4. Separation of Insureds




2.B.2.5. Worldwide Coverage




	 	 	 	2.C. Commercial Automobile Liability:






	 	 	 	2.C.1. Required Coverage Limits




[*] = 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.




2.









 









	 	 	 	USD [*] Combined Single Limit Each Accident (Bodily Injury/Property Damage)
	 
	 	2.C.2. Extensions of Coverage
	 
	 	 	 	Coverage for all owned, hired and non-owned motor vehicles






	 	2.D. Umbrella Liability:

	 
	 	 	2.D.1.	 Required Coverage Limits


	 
	 	 	 	 USD [*] Each Occurrence
	 
	 	 	2.D.2. 	 Coverage
	 
	 	 	  	Excess of Employer’s Liability, Commercial General Liability and Commercial
Automobile Liability insurance policies, including all coverages and
extensions of coverage

	 
	 	 	2.D.3. 	 Extensions of Coverage

v




      2.D.3.1. Duty to Defend




      2.D.3.2. “Pay on behalf of” wording




	 	 	The minimum amounts of insurance required in this Section 2 may be satisfied by SELLER
purchasing primary coverage in the amounts and coverages specified, or a separate umbrella or
excess policy together with a lower limit primary underlying coverage. The structure of
coverage is at SELLER’s option so long as the total amount of insurance meets these minimum
requirements.
	 
	3.	 	Retentions
	 
	 	 	Any deductibles, self-insured retention loss limits, retentions or similar obligations
(collectively, “Retentions”) must be disclosed on the certificate of insurance provided
to NOKIA. Payment of all Retentions shall be the sole expense obligation of SELLER.
	 
	4.	 	Additional Insured






	 	a.	 	SELLER shall have NOKIA (including its parent, subsidiary, affiliated and managed
entities), its directors, officers and employees, agents and assigns named as additional
insureds (collectively, the “Additional Insureds”) under each General Liability,
Automobile Liability and Umbrella Liability insurance policy obtained by SELLER pursuant to
the requirements contained in this Appendix. Such additional insured status shall be
procured and evidenced by an “Additional Insured Endorsement” and shall cover the
Additional Insureds for any and all claims and legal proceedings of any kind whatsoever
arising out of SELLER’s work or operations (including the sale of goods to NOKIA) performed
by or on behalf of NOKIA, except for claims caused by the gross negligence or willful
misconduct of Nokia. Such Additional Insured Endorsement shall




[*] = 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.







3.









 









	 	 	 	provide that such insurance is primary and shall not contribute with any insurance or
self-insurance that NOKIA has procured to protect itself unless claims are wholly due to the
gross negligence or willful misconduct of NOKIA.
	 
	 	b.	 	Each of the insurance limits required by this Appendix shall be fully paid and
exhausted before NOKIA, including any and all of NOKIA’s separate insurance coverage, if
any, including NOKIA’s umbrella and/or excess insurance policies, if any, becomes involved
in the defense or payment of any claim or legal proceeding. NOKIA’s separate insurance
coverages, if any, shall be excess over any insurance afforded by SELLER in compliance with
the terms of this Appendix.






	5.	 	Waiver of Subrogation
	 
	 	 	Where permitted by law, SELLER waives and will require its insurers to waive all rights of
subrogation and recovery against the Additional Insureds, whether sounding in contract, tort
(including negligence and strict liability) or otherwise, unless such damages are caused in
whole or in part due solely to the gross negligence or willful misconduct of NOKIA, or acts or
omissions of NOKIA triggering strict liability.
	 
	6.	 	Proof of Insurance






	 	a.	 	Before commencement of the parties’ agreement(s) and prior to NOKIA having any
obligation to pay SELLER whatsoever, SELLER shall provide to NOKIA a certificate of
insurance (ACCORD Form 25-S (1/95), or the latest edition) signed by a duly authorized
officer or agent of the insurer certifying that the minimum insurance coverages set forth
in Section 2 of this Appendix are in effect. Further, the certificate of insurance must
state that NOKIA will receive at least 30 days’ written notice of policy cancellation,
non-renewal or material modification. SELLER shall thereafter provide NOKIA, at least 30
days’ prior to the expiration date of the cancelled, non-renewed or materially modified
policy, written evidence by an insurance certificate that such policy has been replaced,
renewed or modified with no lapse in coverage by another policy which meets the minimum
insurance coverages set forth in Section 2 of this Appendix. If SELLER does not
provide NOKIA with such certificates of insurance within 30 days after the date of the
parties’ agreement(s) and after each policy renewal thereafter, then NOKIA may (i) suspend
payments to SELLER until evidence of required coverage is provided or (ii) terminate the
parties’ agreement(s) or any then-current statement(s) of work, work order(s), etc.
	 
	 	b.	 	NOKIA’s approval of any of SELLER’s insurance coverages does not relieve or limit any
of SELLER’s obligations under the parties’ agreement(s), including, but not limited to,
liability under the indemnification and defense provisions of the parties’ agreement(s) for
claims exceeding required insurance limits.
	 
	 	c.	 	In no event shall NOKIA’s allowing SELLER to begin or complete its obligations under
the parties’ agreement(s), or acceptance of any such performance or payment therefor, be
construed as a waiver of NOKIA’s right to assert a claim against SELLER for breach of
SELLER’s obligations under this Appendix, or declare SELLER in default of the




[*] = 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.







4.









 









	 	 	parties’ agreement(s) for failure to comply with any of SELLER’s obligations under this
Appendix, all and each of which are deemed material.




[*] = 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.






5.









 













NETWORKS’ ADDENDUM (ADDENDUM B)




TO PURCHASE AGREEMENT




NO. ESLNST2676




BETWEEN




NOKIA CORPORATION




AND




ENDWAVE CORPORATION




© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.




 









 













TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.

	 	DEFINITIONS
	 	 	1	 
	2.

	 	SCOPE AND ORDER OF PRIORITY
	 	 	2	 
	3.

	 	PURCHASE ORDERS
	 	 	2	 
	4.

	 	RE-SCHEDULING AND CANCELLATION
	 	 	3	 
	5.

	 	TERMS OF DELIVERY, PASSING OF TITLE AND DELIVERY TIMES
	 	 	3	 
	6.

	 	PRICES
	 	 	3	 
	7.

	 	PAYMENT TERM
	 	 	3	 
	8.

	 	PACKING AND MARKING
	 	 	4	 
	9.

	 	INSPECTIONS BY BUYER
	 	 	5	 
	10.

	 	AVAILABILITY OF PRODUCT(S)
	 	 	5	 
	11.

	 	WARRANTY
	 	 	6	 
	13.

	 	REPRESENTATIVES OF THE PARTIES
	 	 	8	 
	14.

	 	EFFECTIVE DATE, TERM AND TERMINATION
	 	 	8	 






	 	 	 
	Appendix 1

	 	The Products, Prices, Discounts and Price Validity
	Appendix 2

	 	Specifications
	Appendix 3

	 	Quality Requirements and Workmanship Standards
	Appendix 4

	 	Logistics Appendix/Appendices
	Appendix 5

	 	Environmental Requirements
	Appendix 6

	 	Support






© Nokia Corporation

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	 	 	 	1 (11)






NETWORKS’ ADDENDUM B TO PURCHASE AGREEMENT NO. ESLNST2676



NOKIA CORPORATION, represented through its Networks business group, a public limited liability
company incorporated in Finland, having its registered address at Keilalahdentie 4, FIN-02150
Espoo, Finland business identity code 0112038-9 including its Affiliates (“BUYER”)AND



ENDWAVE CORPORATION, a corporation formed under the laws of State of Delaware and registered under
the California trade register number C1933055 with a registered/principal office at 776 Palomar
Avenue, Sunnyvale, CA, 94085 including its Affiliates (“SELLER”)



have made and entered into this Networks’ Addendum (“Addendum B”) including its Appendices.




1. DEFINITIONS



In addition to what has been agreed in the Purchase Agreement, including any amendments thereto,
the following definitions shall apply (and where the context so admits the singular shall include
the plural and vice versa):




	 
	“E-Trade Agreement”

	 
	means the “Electronic Data Interchange Agreement” (EDI), “Electronic Trade Agreement”,
“RosettaNet Trading Partner Agreement” or similar agreement (if any) between the Parties in
which the Parties have agreed and defined the use of electronic data interchange or extranet
information and data exchange for the purchase and sales of the Products strictly in
accordance with this Purchase Agreement.

	 

	“Hidden Defect”

	 
	means such defect, which could not have been detected during an ordinary incoming inspection
and which is attributable to non-compliance with the terms of the Purchase Agreement or this
Addendum B or to SELLER’s design work of the Products.

	 

	“Logistics Appendix”

	 
	means the documents attached (or to be attached later) hereto as Appendix 4, which describe
e.g. the logistics procedures for forecasting, ordering, shipping and invoicing the
Products. Each of BUYER’s sites and/or Affiliates may create a Logistics Appendix in
conjunction with SELLER in order to specify the procedures unique to that particular site
and/or Affiliate and which procedures are not otherwise covered by the Purchase Agreement.

	 

	“Manufacturing Information”

	 
	shall mean Specifications and other technical and commercial documentation and information,
irrespective of its form, necessary for the manufacturing of Product(s) by SELLER (including
without limitation and as applicable, information on SELLER’s suppliers, sub-suppliers and
subcontractors, from which SELLER procures Third Party
Components (if any) and raw materials for Product(s) and its contract manufacturers and







© Nokia Corporation

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Addendum B to Purchase Agreement



[*] = Certain confidential information contained in this document, marked by brackets, is filed with the
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Securities Exchange Act of 1934, as amended.




 









 








	 	 	 	 	 
	

	 	 	 	2 (11)






	 
	other subcontractors participating in the manufacturing of Product(s)).

	 

	“BUYER Direct Competitor”

	 
	shall mean [*], or any other major company with a broad product portfolio whose primary
business is telecom infrastructure and in addition [*]

	 

	“Supplier Managed Inventory” or “SMI”

	 
	means an inventory situated in a third party warehouse or at BUYER’s site, in which SELLER
shall store and to which SELLER shall supply the Products to ensure optimum availability of
the Products by BUYER. Delivery, purchase, and passage of legal title of the Products
shall be deemed to take place upon Consumption. The Logistics Appendix shall further govern
the method of and specific terms and conditions regarding the SMI model.

	 

	“Consumption”

	 
	means the moment when a Product is taken from Supplier Managed Inventory for BUYER’s use, as
defined in detail in the Logistics Appendix.

	 

	“Third Party Component”

	 
	shall mean any hardware and/or software component or part of any Product, to the extent
Intellectual Property Rights in the component are not (i) held by SELLER or (ii) licensed to
SELLER by BUYER.








	2.	 	Scope AND ORDER OF PRIORITY
	 
	2.1	 	This Addendum B is hereby incorporated into the Purchase Agreement entered into by and
between BUYER and SELLER on January 1st, 2006, or any other agreement replacing or
amending such agreement. The Appendices shall be an integral part of this Addendum B.
	 
	 	 	The object of this Addendum B is to define the terms and conditions specific to purchases of
Networks business group of Nokia and to specify the procedures unique to the transactions
related thereto, which are not covered by the Purchase Agreement.
	 
	2.2	 	In case of any discrepancies between the Purchase Agreement and this Addendum B, the text of
this Addendum B, including the Appendices hereto, or any amendments thereto, or replacing
agreement, shall always prevail over the Purchase Agreement with the exception of the Product
Liability and Intellectual Property Rights terms of the Purchase Agreement which shall always
prevail over any terms under this Addendum B and/or the Appendices hereto.
	 
	 	 	In case of any discrepancies between this Addendum B and the Appendices hereto, the
text of this Addendum B shall always prevail over any of the Appendices hereto.





© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.




 









 








	 	 	 	 	 
	

	 	 	 	3 (11)







	3.	 	PURCHASE ORDERS
	 
	3.1	 	BUYER may place Purchase Orders for the Products by mail, by telefax or in electronic form in
accordance with the E-Trade Agreement, or in any other mutually agreed way.
	 
	3.2	 	The method of placing Purchase Orders may be governed by the Logistics Appendix in respect of
each of BUYER’s sites and/or Affiliates. However, if the method of placing Purchase Orders is
not defined in the Logistics Appendix, SELLER shall forthwith and not later than [*] business
days from the receipt of the Purchase Order send BUYER a confirmation of such Purchase Order.
If such confirmation is not received by BUYER within the above defined time period, the said
Purchase Order shall be deemed to be accepted by SELLER and to be in force as such.
	 
	3.3	 	In case SELLER’s confirmation of Purchase Order or SELLER’s invoice contain terms and
conditions, which are contrary to, or attempt to amend, or change in any way this Addendum B,
such terms and conditions shall be regarded as null and void.
	 
	3.4	 	The Parties have agreed on a SMI model under which BUYER may purchase the Products from
SELLER’s inventory without placing Purchase Orders. Under the SMI model, the SELLER shall not
have a right to refuse to supply Products included in the relevant Logistics Appendix so that
the agreed minimum and maximum levels would not be met.
	 
	4.	 	RE-SCHEDULING AND CANCELLATION
	 
	4.1	 	Unless otherwise agreed between the Parties in writing, BUYER may, without any liability to
SELLER, by written notice sent to SELLER not less than [*] days prior to the intended Delivery
Date, re-schedule the respective Purchase Order later in time. Early delivery may be
authorized by a mutual agreement.
	 
	4.2	 	Unless otherwise agreed between the Parties in writing, BUYER may, without any liability to
SELLER, by written notice sent to SELLER not less than [*] days prior to the intended Delivery
Date, cancel the respective Purchase Order for its convenience.
	 
	5.	 	TERMS OF DELIVERY, PASSING OF TITLE and DELIVERY TIMES
	 
	5.1	 	The term of delivery is [*] (INCOTERMS 2000), unless otherwise agreed between the Parties in
Appendix 1 or in the Logistics Appendix or in the Support Appendix.
	 
	5.2	 	Unless otherwise separately agreed, equitable title to the Products and risk of loss shall
pass upon BUYER’s receipt of the Products at the [*] point.
	 
	5.3	 	Any changes to the mutually agreed Delivery Date are subject to the prior written approval of
BUYER, where for the purposes of this clause 5.3, unsigned electronic notice from the Nokia
electronic ordering system qualifies as a “writing.” The maximum Lead Times for the Products
are specified in the Logistics Appendix and/or in Appendix 1.





© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.





 









 








	 	 	 	 	 
	

	 	 	 	4 (11)







	6.	 	PRICES
	 
	6.1	 	The Prices, the validity period for such Prices, and the discounts for the Products are
provided in Appendix 1. For the Products not included in Appendix 1, the Prices and discounts
shall be mutually agreed upon separately in writing.
	 
	6.2	 	[*]
	 
	6.3	 	All changes in Prices shall become effective upon written agreement and shall apply to all
Purchase Orders whether confirmed or not, but not yet delivered by SELLER.
	 
	 	 	All changes in Prices for Products included in the SMI shall become effective upon written
agreement and shall apply to all Products taken for Consumption after the agreed effective
date of price change.
	 
	6.4	 	Unless otherwise expressly stated in Appendix 1 hereto, all Prices shall be stated in USD
	 
	7.	 	PAYMENT TERM
	 
	7.1	 	All payments under this Addendum B shall be made within [*] days from the date of receipt of
SELLER’s invoice or BUYER’s self-billing invoice, subject to NOKIA Bank Link Policy, unless
otherwise agreed between the Parties in writing.
	 
	7.2	 	All payments under this Addendum B for Products included in the SMI shall be made within the
days agreed hereabove, but however, calculated from the date when BUYER issues the
self-billing report (or a comparable report) as specified in more detail in the relevant
Logistics Appendix.
	 
	7.3	 	Buyer’s obligation to pay any invoice is conditional on the following:






(a) Seller has delivered, in accordance with this Agreement, the full quantities of the
Products requested in the respective Order (and reflected in Seller’s invoice);




(b) the delivered Products strictly conform to the Specifications and the Quality
Requirements.




Buyer is entitled to withhold payment in respect of a delivery of the Products, which
delivery is not fulfilled in accordance with the requirements set forth under subclauses (a)
and (b) above, until the delivery is completed to comply with the said subclauses.
Notwithstanding the above, if partial delivery is accepted in writing by Buyer in accordance
with this Agreement, then Seller shall be entitled to invoice Buyer accordingly and Buyer
will pay such invoice within [*] days of its receipt, subject to Nokia Bank Link Policy. In
the event that payment is not made within such [*] days, however, subject to the Nokia
Bank Link Policy, Buyer shall be liable to pay interest at an annual
rate of equal to [*]
above the London Interbank Offered Rate (LIBOR) for Euro deposits offered for a one-month
period on the due date or the maximum rate permitted by applicable law, whichever is the
lesser, which interest shall accrue on a daily basis from the date payment becomes overdue
until the Seller receives payment of the



© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.







 









 








	 	 	 	 	 
	

	 	 	 	5 (11)







	 	 	overdue amount. Seller may excuse the payment of late payment interest only in writing,
with or without receiving consideration from Buyer.






	8.	 	PACKING AND MARKING
	 
	8.1	 	SELLER’s obligations for packing and packaging include, without limitation, the following:
(i) all Products shall be packed and packaged by SELLER for protection during shipment,
handling, and storage in strict conformance with BUYER’s written requirements and
instructions, and otherwise in accordance with best commercial practice; (ii) highly polished,
highly finished, or precision Products or those that might be sensitive to stresses of
temperature or moisture, or electro-static or electro-magnetic charges, are to be properly
preserved and packed in containers which will afford physical protection against any damage
and deterioration from those or any other causes. Any Products packed with nonconforming
packing and/or packaging are, upon request of BUYER, subject to rejection and repackaging at
SELLER’s expense. The Prices for the Products shall include the cost of packing and packaging
required to prevent any deterioration or damage to the Products during transportation and
subsequent storage. SELLER shall indemnify BUYER against any damage that the Products suffer
due to improper or nonconforming packaging and/or packing.
	 
	8.2	 	[*]
	 
	8.3	 	Further details on packing and packaging may be set forth in the Logistics Appendix and/or in
the Specifications.
	 
	8.4	 	If BUYER directs SELLER to mark or label any Products with a trade name, trademark, logo or
service mark owned or licensed by BUYER (“BUYER Identification”), SELLER shall apply the
marking or labeling only on the quantity of Products and in the manner specified in BUYER’s
written instructions. SELLER shall not sell nor otherwise dispose of, nor permit the sale or
disposal of, any Products bearing any BUYER Identification (including any rejected Products)
to anyone other than BUYER without first obtaining BUYER’s express written consent and first
removing all BUYER Identification. Upon termination or expiration of this Addendum B any
materials bearing BUYER Identification shall be returned to BUYER or destroyed.
	 
	8.5	 	The packages shall bear the same serial number as the corresponding Products.
	 
	8.6	 	SELLER shall have a system to enable Product Traceability back to the factory, including the
date code and batch or serial number. SELLER shall also have a system to trace critical raw
materials and components back to their source. SELLER shall keep the Product Traceability
records for [*] years unless otherwise agreed in writing between BUYER and SELLER. SELLER
shall not be obligated to meet these responsibilities with a Radio Frequency Identification
(“RFID”) tag or a RFID label system.





© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.







 









 








	 	 	 	 	 
	

	 	 	 	6 (11)







	9.	 	INSPECTIONS BY BUYER
	 
	9.1	 	BUYER may inspect the Products upon delivery to ascertain correct quantities and whether
there exists any visible damage or deviation from the Purchase Order or other delivery
document in the Products delivered. BUYER may also use statistical sampling methods in the
incoming inspection. Items not subjected to incoming inspection by individual unit or lot
sampling within [*] days from Consumption shall be deemed accepted for purposes of
self-invoicing and payment.
	 
	9.2	 	If the delivered Products or relevant sample thereof do not pass BUYER’s inspection, BUYER is
entitled to, at its own option and upon notice to SELLER, reject the entire delivery lot or
batch of Products inspected, or accept those items that pass while rejecting those that do
not, and






	 	a)	 	treat the Purchase Order or delivery as discharged either in whole or in part
and terminate the respective Purchase Order or delivery without any liability to SELLER
except for accepted units, or
	 
	 	b)	 	demand SELLER to replace all damaged or incorrect Products and deliver
additional Products in order to meet the correct quantities without delay within [*]
hours (or within the time period specified in the Logistics Appendix) from the receipt
by SELLER of BUYER’s notice.






	9.3	 	BUYER has the right to deduct the value of the rejected and/or undelivered Products from
SELLER’s invoice or from BUYER’s self-billing report (or comparable), and BUYER shall provide
SELLER with a debit note accordingly and/or, upon request of BUYER, SELLER shall be obligated
to provide BUYER with a credit note.BUYER shall provide its inspection report to SELLER
without delay. BUYER shall return rejected Products to SELLER without undue delay, unless
otherwise agreed upon between the Parties. Any return of the Products shall be made at
SELLER’s expense. In addition the SELLER shall compensate BUYER’s costs related to handling of
such rejected delivery lot or batch or part thereof in a mutually agreed way.
	 
	 	 	[*]
	 
	9.4	 	Notwithstanding Clause 9.3, in case BUYER wishes to sort a delivery, which has failed the
incoming inspection referred to above in Clause 9.1 in order to determine whether certain
Products may nevertheless be suitable for use by BUYER, then BUYER may do so at its own
option. In such event, the Parties reserve the right to negotiate of the compensation for
additional costs of such action to BUYER.
	 
	10.	 	AVAILABILITY OF PRODUCT(S)
	 
	10.1	 	SELLER guarantees the availability of the Product(s) in accordance with the Specification(s)
during the period when each Product is included in this Addendum B. SELLER further guarantees
such availability of the Product(s) for [*] years after the





© Nokia Corporation

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Addendum B to Purchase Agreement



[*] = Certain confidential information contained in this document, marked by brackets, is filed with the
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	 	 	 	7 (11)







	 	 	exclusion of the given Product from Addendum B, provided that the Parties separately agree
upon prices, delivery terms and other material commercial issues.
	 
	10.2	 	If SELLER plans to discontinue to manufacture the Product after the exclusion of the Product
from this Addendum B, but before the end of the [*] year period after the exclusion of the
Product from this Addendum B, SELLER shall notify BUYER in writing about its intention in
accordance with the instructions given by BUYER at least [*] months prior to the intended date
of discontinuation, in order to allow BUYER to place an end-of-life order before the
discontinuation. Such Products shall be delivered in one delivery or several partial
deliveries in accordance with BUYER  ́s instructions and within twelve (12) months from the
end-of-life order date.
	 
	11.	 	WARRANTY
	 
	11.1	 	SELLER warrants that replaced or repaired products will be made of new material, and conform
to their Product Specification(s). A replaced or repaired Product shall have a Warranty Period
of [*] months after replacement delivery. The details of field return warranty are set forth
in Appendix 6, Support. Further, SELLER and BUYER agree that no later than 1 January 2007, the
warranty period for all repaired or replaced Products after said date will be [*] months.
	 
	11.2	 	RETROFIT
	 
	11.2.1	 	If Hidden Defects appear during or after the Warranty Period, such that the parties agree
that retrofit of fielded units is necessary, BUYER shall notify SELLER in writing and SELLER
shall respond to BUYER within [*] from the date of BUYER’s notice. Such response shall
include a detailed outline of the corrective actions necessary to remedy the Hidden Defect.
The corrective actions include but are not limited to (i) redesigning the Products, (ii)
modifying the Products, (iii) repairing the Products and/or (iv) replacing all Products with
new ones that do not have the Hidden Defect. For clarity, this clause 11. 2 does not include
any Product after [*] years from Delivery.
	 
	11.2.2	 	SELLER shall at SELLER’s cost and without unreasonable delay undertake any and all necessary
investigative and corrective actions to ensure that the Products are made to conform to the
terms of the Purchase Agreement and this Addendum B, and that such Hidden Defects do not
reappear in the Products. Notwithstanding the foregoing, BUYER shall, unless otherwise agreed
between the Parties on a case-by-case basis, at BUYER’s option and at SELLER’s cost replace or
cause the Products in the field to be replaced by a third party.
	 
	11.2.3	 	If SELLER is not able to present a correction plan that both Parties can accept and/or to
perform the corrective actions within the reasonable time period set by BUYER, then BUYER is
entitled to, by written notice to SELLER, take the corrective actions at the cost of SELLER by
itself or by a third party appointed by BUYER, and/or terminate this Addendum B and/or any
Logistics Appendix, and/or terminate all/any part of undelivered Purchase Orders under this
Addendum B without prejudice to any other rights of BUYER and without any liability towards
SELLER.





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Securities Exchange Act of 1934, as amended.







 









 








	 	 	 	 	 
	

	 	 	 	8 (11)







	11.2.4	 	[*]
	 
	11.2.5	 	[*]
	 
	11.3	 	SELLER shall in designing of the Products and in manufacturing and Delivery of the Products
strictly comply with the Environmental Requirements set forth in Appendix 5 of this Addendum
B. SELLER warrants, that each Product that SELLER delivers hereunder strictly conforms to
such requirements.
	 
	12.	 	MANUFACTURING RIGHTS
	 
	12.1	 	Escrow Agreement
	 
	 	 	The parties have entered into a technology escrow agreement dated August 14, 2003 with a
third-party escrow agent (the “Escrow Agreement”). Pursuant to the Escrow Agreement, SELLER
will promptly deposit with the escrow agent the then-existing Manufacturing Information and,
upon BUYER’s acceptance of any implemented Changes whatsoever to any Specifications or any
Product(s), SELLER will promptly deposit with the escrow agent any updated Manufacturing
Information. SELLER shall bear all expenses and fees charged by the escrow agent under the
Escrow Agreement. Before any deposit, BUYER may, solely at the presence of a representative
of the SELLER, briefly review the Manufacturing Information so as to generally ascertain
that its contents comply with the requirements of this Agreement and SELLER shall, upon
request, demonstrate to the reasonable satisfaction of BUYER that the contents do comply
with said requirements.
	 
	12.2	 	Trigger Events
	 
	 	 	Under the terms of the Escrow Agreement, BUYER will have the right to obtain the
Manufacturing Information in the event that BUYER elects to purchase Products under any
Purchase Agreement and, thereafter, any of the following events (each, a “Trigger Event”)
occurs:






	 	(1)	 	a breach by SELLER against a material obligation under the Purchase Agreement,
which breach is not duly remedied within a reasonable time fixed by BUYER, which period
shall not be less than ninety (90) days, in a written notice drawing the attention of
SELLER to the breach and requiring the breach to be remedied; and/or
	 
	 	(2)	 	SELLER becoming insolvent, filing for any form of bankruptcy or
re-organization proceedings, making any assignment for the benefit of creditors, having
a receiver, administrative receiver or officer appointed over the whole or a
substantial part of the assets or ceasing to conduct any material part of its business
relating to any Product(s); and/or
	 
	 	(3)	 	a material change in ownership in or effective control over SELLER (A)
resulting in any BUYER Direct Competitor obtaining control over the SELLER, and (B)
where





© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.







 









 








	 	 	 	 	 
	

	 	 	 	9 (11)







	 	 	 	such BUYER Direct Competitor refuses to accept and fulfill orders for Products in
material breach of the terms of the Purchase Agreement.






	12.3	 	Manufacturing License
	 
	 	 	In the event of a Trigger Event, SELLER grants to BUYER and its Affiliates a world-wide,
non-transferable and royalty free license and right, without the right to sublicense, under
all Intellectual Property Rights of SELLER, (i) to modify Product(s) or have the Product(s)
modified (provided, however, that BUYER will indemnify and hold SELLER harmless from and
against any damages, costs and expenses incurred by SELLER in cases where such damages,
costs and expenses are solely due to BUYER’s modifications), and (ii) and manufacture, have
manufactured, make, have made, use, sell, offer to sell, and import such Products (“the
Manufacturing License”). For the avoidance of doubt, BUYER may use any Manufacturing
Information for such purposes provided, however, that BUYER shall treat such Manufacturing
Information as SELLER’s Information under Clause 19 of the Purchase Agreement. In addition
to such license, SELLER shall also provide BUYER with assistance in obtaining access to
SELLER’s suppliers, sub-suppliers and subcontractors, from which it procures raw materials
for Product(s) and Third Party Components and to SELLER’s contract manufacturers and other
subcontractors participating in the production of Product(s).
	 
	 	 	BUYER hereby covenants and agrees that the Manufacturing License shall only be exercisable
if and when a Trigger Event occurs. BUYER hereby further covenants and agrees that if a
Trigger Event occurs and (i) thereafter the SELLER has been able to cure its breaching
situation mentioned in Clauses 12.2 (1) – (3) for a continuous period of ninety (90) days,
and (ii) the SELLER has the capability to accept and fulfill orders for Products under the
Purchase Agreement, and (iii) the SELLER agrees to purchase from BUYER any raw materials or
Third Party Components that BUYER has purchased and committed to in order to exercise its
rights under the Manufacturing License, then BUYER will purchase Products from SELLER under
the Purchase Agreement and BUYER’s right to exercise the Manufacturing License shall
terminate. Upon termination of BUYER’s right to exercise the Manufacturing License, BUYER
shall return the Manufacturing Information to the third-party escrow agent named in the
Escrow Agreement and shall immediately destroy any copies thereof.
	 
	13.	 	REPRESENTATIVES OF THE PARTIES
	 
	13.1	 	The following persons shall act as the representatives of the Parties regarding notices,
performance, extension, termination and amendments in respect of this Addendum B:





	 	 	 	 	 	 	 	 	 
	 	 	REPRESENTING THE BUYER	 	REPRESENTING THE SELLER
	 

	 	Name:
	 	Nils Nordman
	 	Name:
	 	Steve Layton
	 

	 	Title:
	 	Purchasing Manager
	 	Title:
	 	Vice-President & General Manager
	 

	 	Address:
	 	P.O BOX 368, 00045 Nokia
	 	Address:
	 	776 Palomar Avenue,

Sunnyvale
	 

	 	Telephone:
	 	+358718027068
	 	Telephone
	 	: 01-408-522-3177
	 

	 	Telefax:
	 	+358718031520
	 	Telefax:
	 	01-408-522-3181






© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.







 









 








	 	 	 	 	 
	

	 	 	 	10 (11)






	 	 	 	 	 	 	 	 	 
	 	cc NET Legal / Senior Legal Counsel	cc: Endwave General Counsel







	14.	 	EFFECTIVE DATE, TERM AND TERMINATION
	 
	14.1	 	This Addendum B shall become effective on January 1st 2006 (“Effective Date”) and, except for
Seller’s cumulative Product Retrofit liability described in this Addendum B, shall have no
retroactive effect for deliveries made prior to 1 January 2006.
	 
	14.2	 	This Addendum B shall continue to be effective until terminated for convenience with at least
eighteen (18) months prior written notice or otherwise in accordance with Clause 20 of the
Purchase Agreement.





© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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.







 









 








	 	 	 	 	 
	

	 	 	 	11 (11)





IN WITNESS WHEREOF this Addendum B has been duly signed and executed in two original copies




For and on behalf of

NOKIA CORPORATION

Networks




	 	 	 
	Signed
by:  /s/ Nils Nordman

	 	Signed by:  /s/ Hemi Van
Stichele
	 
	 	 
	Name:       Nils
Nordman

	 	Name:       Hemi
Van Stichele
	 
	 	 
	Title:         Purchasing
Manager

	 	Title:         Director
Global Sourcing
	 
	 	 
	Date:         December
29, 2005

	 	Date:         December
29, 2005
	 
	 	 
	Place:        Espoo,
Finland

	 	Place:        Espoo,
Finland
	 
	 	 
	For and on behalf of
	 	 
	ENDWAVE CORPORATION
	 	 
	 
	 	 
	Signed
by:  /s/ Steve Layton

	 	Signed:
	 
	 	 
	Name:       Steve
Layton

	 	Name:
	 
	 	 
	Title:          V.P.
+ G.M.

	 	Title:
	 
	 	 
	Date:         December
30, 2005

	 	Date:
	 
	 	 
	Place:        Sunnyvale,
CA

	 	Place:





(No further entries to this Addendum B; Appendices immediately follow)




© Nokia Corporation

Proprietary and Confidential




Addendum B to Purchase Agreement



[*] = 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

APPENDIX 1
	 	 
	 
	 	 
	SELLER:

	 	Endwave Corporation
	BUYER:

	 	Nokia Corporation/ Nokia Networks
	Validity Period:

	 	01.01.2006-31.12.2006
	Purchase Agreement number:

	 	ESLNST2676
	Currency :

	 	USD
	Delivery period:

	 	New prices are valid for deliveries 01.01.2006-31.12.2006
	Terms of delivery:

	 	[*]
	Terms of payment:

	 	[*] net according to Nokia Bank Link Policy





Purchase estimates are based on the best assumptions of NET and they are provided for planning
purposes of Endwave.



Purchase estimates shall not be regarded as binding purchase orders by NET under any circumstances.



NET and/or its subcontractors shall be under no obligation to purchase any specific quantity of
the Parts from Endwave.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2006	 	2006	 	2006	 	2006	 	2006	 	 
	 	 	Nokia	 	 	 	 	 	 	 	Country	 	 	 	Unit Price for	 	Unit Price for	 	Unit Price for	 	Unit Price for	 	Unit Price for	 	 
	Plant	 	code	 	Name	 	Frequency	 	Class	 	Of Origin	 	Currency	 	1st 10K	 	next 10K	 	next 10K	 	next 10K	 	next 10K	 	Duty Paid By
	Espoo Plant
	 	5603638	 	Microwave Module	 	18 Ghz HDR low	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603640	 	Microwave Module	 	18 Ghz HDR high	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603582	 	Microwave Module	 	23 Ghz Upscreen low	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603592	 	Microwave Module	 	23 Ghz Upscreen high	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603662	 	Microwave Module	 	23 GHz HDR low	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603664	 	Microwave Module	 	23 GHz HDR high	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603646	 	Microwave Module	 	26 GHz HDR low	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603642	 	Microwave Module	 	26 GHz HDR high	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603652	 	Microwave Module	 	38 GHz HDR low	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603650	 	Microwave Module	 	38 GHz HDR high	 	Class 2	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603416	 	Microwave Module	 	18 Ghz RATS high	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603418	 	Microwave Module	 	18 Ghz RATS low	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603390	 	Microwave Module	 	23 GHz RATS low	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603392	 	Microwave Module	 	23 GHz RATS high	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603394	 	Microwave Module	 	26 GHz RATS low	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603396	 	Microwave Module	 	26 GHz RATS high	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603408	 	Microwave Module	 	38 GHz RATS low	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer
	Espoo Plant
	 	5603410	 	Microwave Module	 	38 GHz RATS high	 	Class 1	 	[*]	 	USD	 	[*]	 	[*]	 	[*]	 	[*]	 	[*]	 	Buyer





Endwave
undertakes to supply during validity period listed Parts in
quantitites estimated by NET, subject to NET and/or its
subcontractors purchase orders.



This Appendix 1 replaces any prior Appendix 1.



The
Parties agree that the prices may be reviewed during 2006.




	 	 	 
	Signed on behalf of Endwave Corporation:

	 	Signed on behalf of Nokia Corporation / Nokia Networks :
	 
	Steve Layton

Vice-President & General Manager

	 	Nils Nordman

Purchasing Manager





[*] = 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 am





 









 






					
	 

	 	APPENDIX 2 -
	 	1 (2)
	 
	 	SPECIFICATIONS	 	 
	Appendix 2 to ESLNST2676	 	 	 
	NET/RN/CT	 	 	 	 
	Henrik Balk
	 	29.12.2005	 	 






Endwave Purchase Agreement

(no. eslnst2676)

Appendix 2 — Specifications




	 	 	 	 	 
	Document Owner
	 	Nils Nordman
	Document Author
	 	Henrik Balk
	Document Version
	 	V1.2





[*] = 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.




 









 








					
	 

	 	 	 	2 (2)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery
Operations 

Kari Vepsäläinen	29.12.2005	 	 







	1	 	purpose of document






This document defines the approved specification versions and waivers for microwave
module types under purchase agreement.




	2	 	MWU Specification versions and waivers





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Approved specification
	 	 	Microwave module	 	Low or	 	 	 	and waiver document
	Component code	 	type	 	high	 	Duplex frequencies	 	versions
	 
	5603390
	 	23 GHz class1
	 	low
	 	[*]	 	 
	5603392
	 	23 GHz class1
	 	high
	 	[*]	 	 
	5603394
	 	26 GHz class1
	 	low
	 	[*]	 	 
	5603396
	 	26 GHz class1
	 	high
	 	[*]
	 	E10014774QE_E0
	5603408
	 	38 GHz class1
	 	low
	 	[*]
	 	133-020935_00
	5603410
	 	38 GHz class1
	 	high
	 	[*]	 	 
	5603416
	 	18 GHz class1
	 	high
	 	[*]	 	 
	5603418
	 	18 GHz class1
	 	low
	 	[*]	 	 
	5603582
	 	23 GHz class2
(screened)
	 	low
	 	[*]
	 	E10014774QE_E0
	5603592
	 	23 GHz class2
(screened)
	 	high
	 	[*]
	 	133-004317_01
	5603638
	 	18 GHz class2
	 	low
	 	[*]
	 	E10014774QE_E3
	5603640
	 	18 GHz class2
	 	high
	 	[*]
	 	133-022287_00
	5603642
	 	26 GHz class2
	 	high
	 	[*]
	 	E10014774QE_E3
	5603646
	 	26 GHz class2
	 	low
	 	[*]
	 	133-020721_00
	5603650
	 	38 GHz class2
	 	high
	 	[*]
	 	E10014774QE_E3
	5603652
	 	38 GHz class2
	 	low
	 	[*]
	 	—
	5603662
	 	23 GHz class2
	 	low
	 	[*]
	 	E10014774QE_E3
	5603664
	 	23 GHz class2
	 	high
	 	[*]
	 	133-019065_01







[*] = 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.




 









 








					
	 

	 	 	 	1 (10)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery Operations	 	 	 
	Kari Vepsäläinen
	 	29.12.2005	 	 






Nokia Networks – Quality Requirements

Appendix for Microwave Products




	 	 	 
	Document Owner

	 	Nils Nordman
	Document Author

	 	Kari Vepsäläinen
	Document Version

	 	1.0 (Final)





[*] = 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.




 









 








					
	 

	 	 	 	2 (10)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery Operations	 	 	 
	Kari Vepsäläinen
	 	29.12.2005	 	 







	1.	 	PURPOSE OF DOCUMENT






This document encapsulates Nokia Networks’ (later “Nokia”) quality requirements in
detail for products, product design, manufacturing and delivery of products, and
services delivered to Nokia. Such products are referred to hereinafter as “Products”.




Supplier’s conformance to the quality requirements listed herein and to Nokia Supplier
Requirements (see also Chapter 5 – Nokia Supplier Assessments) shall be verified by
means of Supplier surveys, requested self-assessments, and assessments done by Nokia
or a designated third party.




The term “Supplier” is used in this document as a general term meaning all external
organizations selling products and/or services to Nokia. When referring to the
Supplier’s own suppliers, the word is not capitalized. When there is a need to
separate supplier that has responsibility of some part of a process the word
subcontractor is used.




	2.	 	REQUIREMENTS FOR QUALITY AND ENVIRONMENTAL SYSTEMS, AND ETHICAL STANDARDS






Supplier agrees to operate under a documented quality and environmental management
systems (‘Quality System” and “EMS”, respectively) covering all Products and services
supplied by Supplier and products or services supplied by Supplier’s subcontractor(s).
The Quality System shall meet, at the minimum, the applicable requirements of ISO9001:
2000 or other equivalent internationally recognized standard. The EMS shall be
certified according to ISO 14001 or complaint to stated requirements. These
afore-mentioned certifications have to cover all sites manufacturing or delivering
products to Nokia, including but not limited to Supplier’s subcontractor’s sites. For
ethical requirements, Supplier shall be committed to ethical conduct, full compliance
to applicable national and international laws and respect for human rights in the
spirit of internationally recognized ethical standards, e.g., SA8000.




Supplier shall adopt quality assurance measures necessary for ensuring that all
Products and deliveries will achieve the agreed standards, specifications and quality
requirements.




Supplier shall adopt a systematic method for analyzing results of quality assurance
measures, including but not limited to defects, and use the results of these analyses
to drive systematic continuous quality improvements to Products, processes and
systems.


[*] = 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.




 









 






					
	 

	 	 	 	3 (10)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery Operations	 	 	 
	Kari Vepsäläinen
	 	29.12.2005	 	 








	2.1	 	Quality Inspection






Supplier shall deliver Products in accordance with product specifications (set forth
in Appendix 2 of Addendum B), and quality requirements and standards set forth in
Chapter 7 of this Appendix. Nokia is entitled to perform incoming quality inspection
on the Products before they are received to consigned inventory and to return
Products that do not meet the product specifications or quality requirements to
Supplier as provided in the Purchase Agreement.




Nokia is entitled to perform quality inspection on the Products as they are taken
from the consignment stock for Nokia production and to return the Products to
Supplier if they are found not to meet the product specifications or quality
requirements.




If any Products that do not meet product specifications or quality requirements are
found in Nokia production, Nokia is entitled to exchange any such Product for a
compliant Product from the consignment stock at any time upon notice to Supplier.




	3.	 	QUALITY PLANNING ACTIVITIES






At the beginning of new Product/Manufacturing Process development including services,
as may be applicable, or prior to any major design change, major manufacturing change
or corresponding development activity for the Products in volume production, Supplier
shall produce a Project Plan that fulfills Nokia Networks Advanced Product Quality
Plan (‘APQP’) requirements. This plan will be presented to Nokia and mutally agreed
to changes will be made as needed.




Supplier shall ensure that all resources responsible for activities in the plan are
available and schedule indicated in the plan complies with Nokia’s targets. Supplier
is responsible for reviewing the plan on regular basis and updating as necessary.
Any proposed changes in the project plan shall be presented to Nokia and mutally
agreed to. As well, any deviations or non-conformance to the plan shall be notified
to Nokia




Supplier shall ensure that all specifications and related standards are fully
understood by both parties prior to all development activities, and that all relevant
project planning documentation and APQP milestone documentation as agreed to be
available to Nokia. Supplier shall notify Nokia in writing if in doubt or
discrepancy.


[*] = 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.




 









 







					
	 

	 	 	 	4 (10)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery Operations	 	 	 
	Kari Vepsäläinen
	 	29.12.2005	 	 







	4.	 	CONTINUOUS QUALITY AND ENVIRONMENTAL PERFORMANCE IMPROVEMENT
	 
	4.1	 	Quality Improvement






The Supplier shall continuously ensure that any service, product, design,
manufacturing, and delivery thereof shall be free of any defects and discrepancies.




Supplier shall generate plans and corrective actions for achieving quality improvement
targets and to ensure that resources for these activities are contiously available.
The plans and corrective action reports shall be available for review upon Nokia’s
request.




Supplier shall continuously monitor the improvement targets to verify the
effectiveness of the improvement plans. Upon Nokia’s request, supplier shall
demonstrate the verification of results.




	4.1.1	 	Design Changes, Process Changes, and Change Management






Any changes made by Supplier in the design, materials or manufacturing process of the
Products, which affect the interchangeability, fit, form or function of the Products,
are subject to Nokia’s written approval prior to the implementation of any such
change.




For any significant changes made by Supplier in the design, materials or manufacturing
process of the Products, which could effect the quality, reliability, performance, or
availability of the Products the Suplier shall give notice to Nokia prior to
implementiation of any such change.




Prior to implementing such a change, Supplier will submit an Engineering Change Note
to Nokia for approval, which will not be unreasonably withheld or delayed. Prior to
granting such approval, Nokia may require Supplier to submit samples of the Product
with the proposed change for Nokia qualification. It is not expected Supplier provide
samples free of charge. Cost of any qualification units will be agreed to on a
case-by-case basis.




	4.1.2	 	Control Plan






All key process steps, process control parameters, key product characteristics and
quality targets shall be documented in product and product line specific Control Plans
(including Control Plans of subcontractors), which shall always be available to Nokia
upon request. Any subcontractor shall update these Control Plans to continuously
reflect the current manufacturing situation. The Control Plans shall form one basis
for generating and targeting specific continuous quality improvements. In the event a
subcontractor declares the information of a control


[*] = 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.




 









 






					
	 

	 	 	 	5 (10)
	Appendix 3 to ESLNST2676	 	 	 
	Nokia Networks Delivery Operations	 	 	 
	Kari Vepsäläinen
	 	29.12.2005	 	 








plan to be a trade secret not for disclosure, SELLER and BUYER shall mutually on agree
a limited amount of information to be shared between the three parties.
Notwithstanding this the Product manufacturing subcontractor control plan shall be
available to Nokia upon request.




	4,1,3	 	 Off-line Audit and Reliability Testing in Volume Production






Supplier shall plan and perform continuously off-line audit testing in volume
production over the full temperature range specified for the Product, and moreover,
plan and perform periodic off-line reliability testing to the full Product
specification to ensure Product conformance during its entire life cycle. Sampling
rates for off-line testing shall be mutually agreed between Nokia and Supplier. Test
results, and possible failure analysis and corresponding corrective actions from these
tests, shall be reported to Nokia as set forth in Chapter 6 of this Appendix.




	4.2	 	Environmental Performance Improvement






Supplier shall identify significant environmental impacts associated with Supplier’s
products and operations, and implement continuous improvement programs to address any
concerns. These improvement programs shall cover at minimum more efficient design for
environment requirements, cost effective and sound recycling and/or disposal of
product waste and improvement of treatment and control of waste emissions affecting
air, water and soil, and any other part of the environment. Supplier shall further
implement programs for eliminating the use of certain hazardous substances in
Supplier’s Products in accordance with EU RoHS Directive (2002/95/EC), and any other
similar legislation globally applicable. Further, Supplier shall implement program(s)
for prepairing for Supplier and Products to meet the requirements of EU WEEE Directive
(2002/96/EC) and any national legislation based on such directive, and any other
similar legislation globally applicable. Supplier shall be compliant with WEEE
Directive from August 13th, 2005 onwards. Supplier shall provide evidence to Nokia
upon having fulfilled any of these requirements upon request or in conjunction with
Nokia Supplier Requirements’ audit. Further, Supplier shall deliver to Nokia upon
Nokia’s request its roadmaps to comply with EU RoHS Directive requirements.




Supplier shall evaluate Supplier’s own subcontractors and set necessary environmental
improvement targets. If a subcontractor or sub-supplier is used by Supplier for waste
disposal, Supplier shall make sure that suchwaste treatment service provider is
authorized and licensed through on-site inspection by Supplier or has a third-party
certification acceptable to Nokia.




	5.	 	Nokia supplier Assessments






[*]



[*] = 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.



 









 







					
	 

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For a Supplier to pass any assessment, as mentioned in the preceding chapter, the
requirements given in each applicable assessment element shall be fulfilled, in which
case the result is “accepted”; otherwise the result is “not accepted”.




In case of “not accepted” result, the Supplier has to provide Nokia, within thirty
(30) calendar days, with a Corrective Action Plan (“CAP”) and, upon having implemented
the corrective actions, to submit a Corrective Action Report (“CAR”). Sometimes a CAR
may be sufficient proof of the implementation of the actions; otherwise, a partial
on-site assessment for corrective action verification may be performed by Nokia.




After an acceptable assessment result, the Supplier shall without any undue delay
inform Nokia about significant changes in any requirement section area. Any “accepted”
result or any other acceptance from Nokia’s part does not release the Supplier from
any liability under this Quality Requirements Appendix, under any agreement between
the Supplier and Nokia, nor otherwise.




	6.	 	QUALITY REPORTING






The Supplier shall submit reports of quality indicators such as production yields and
product return rates including Paretos of found problems. [*] The detailed contents
and followed parameters for quality reporting may vary from product to product, but
Nokia expects the Supplier to use one mutually agreed format with respect to all
products and manufacturing sites. Supplier shall submit these quality reports to Nokia
on an agreed to frequency.




Nokia wants to ensure that quality is measured in a consistent manner, and that both
Supplier and Nokia interpret the definitions the same way. Therefore, the purpose is
to establish clear definitions for measurements for manufacturing process and returns
analysis related Quality Indicators leaving no room for interpretation and possible
misunderstandings between Nokia and Supplier.




Supplier shall submit the following reports (see Table A below) and data to Nokia on a
continuous basis or upon request:




Table A: Quality Reports and Reporting Frequency



	 	 	 	 	 
	Report Name	 	Frequency	 
	 
	Delivery Performance Report	 	Weekly or monthly
	Monthly Quality Report including	 	Monthly within first five (5) business
	• [*]
	 	days of each month
	• [*]
	 	 	 	 





 [*] = 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.



 









 






					
	 

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	Report Name	 	Frequency	 
	 
	• [*]
	 	 	 	 
	• [*]
	 	 
	• [*]
	 	 
	[*]
	 	Upon request
	[*]
	 	Upon request
	[*]
	 	Upon request







	7.	 	SPECIFIC QUALITY REQUIREMENTS






This section contains information on specific quality requirements. The quality
standards that apply to Products designed, manufactured and delivered, and services
delivered to Nokia are described either in Nokia Documents or generally available
industry standards. For the avoidance of doubt, Nokia is not obliged to distribute
IPC, IEC, MIL, EIA, ISO or SA standards’ documents, as they are protected by copyright
of the named organizations, and Supplier shall obtain its own licenses to have access
to these documents.




	7.1	 	Workmanship, Manufacturing and Test Method Standards






The Supplier shall meet the following workmanship, manufacturing and test method
standards shown in Table B and Table C below:




Table B: Workmanship and Manufacturing Standards



	 	 	 
	Document Code	 	Specification
	 
	IPC-A-610D

	 	Class 2 Acceptability of Electronic Assemblies
	IPC-A-600F

	 	Class 2 Acceptability of Printed Boards
	IPC 7711A

	 	Rework of Electronic Assemblies
	IPC 7721A

	 	Repair and Modification of Printed Boards and Electronic Assemblies







Table C: Test Method Standards for Microcircuits



	 	 	 
	Document Code	 	Specification
	 
	FCS 5962

	 	MIL-STD-883E Test Method Standard – Microcircuits
	 

	 	MIL-STD-883E-2XXX Mechanical Tests
	 

	 	2009.9 External Visual





[*] = 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.




 









 





					
	 

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	Document Code	 	Specification
	 
	 

	 	2010.10 Internal Visual
	 

	 	2011.7 Bond Strength
	 

	 	2017.7 Internal Visual (Hybrid)
	 

	 	2019.5 Die Shear Strength
	 

	 	2025.4 Adhesion of Lead Finish
	 

	 	2029 Ceramic Chip Carrier Bond Strength
	 

	 	2032.1 Visual Inspection of Passive Elements







	7.2	 	Other Nokia Networks’ Requirements and Instructions, and Reference Documents






Supplier shall meet the following Nokia Networks’ requirements and instructions shown
in Table D. The reference documents are listed in Table E. Reference documents are
not requirements but guidelines to aid in the design of and manufacturing of Products
for Nokia Networks.


 [*] = 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.



 









 






					
	 

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Table D: Other Nokia Networks’ Requirements and Instructions



	 	 	 	 	 
	Document Code	 	Revision	 	Specification
	 
	[*]

	 	[*]
	 	Marking and Labeling of NET’s Products
	[*]

	 	[*]
	 	Protection of Electrostatic Sensitive Devices
	[*]

	 	[*]
	 	NET Traceability Principles
	[*]

	 	[*]
	 	Environmental Requirements for Networks (NET) Products
	[*]

	 	[*]
	 	Nokia Supplier Requirements
	[*]

	 	[*]
	 	Nokia Requirements for Material Package Labeling
	[*]

	 	 	 	NET Generic Product Package Requirements
	[*]

	 	[*]
	 	MW-module Project APQP Requirements
	[*]

	 	[*]
	 	Nokia Networks Supplier Delivery Capability

Requirements
	[*]

	 	 	 	Solderability Testing
	[*]

	 	 	 	Package Requirements for ESD Sensitive Components
	[*]

	 	 	 	General Requirements for Passive Components
	[*]

	 	 	 	General Requirements for Integrated Circuits





 [*] = 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.



 









 








					
	 

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Table E: Nokia Networks’ Reference Documents



	 	 	 	 	 
	Document Code	 	Revision	 	Specification
	 
	 

	 	[*]
	 	NET’s Lead Free Process Requirements for Materials
	[*]

	 	 	 	General Requirements for Printed Wiring Boards
	[*]

	 	 	 	MIL-STD-883E-5XXX Test Procedures







	7.3	 	Waivers to Quality Requirements






Irrespective of any requirements indicated in the referenced documents of Section 7,
Seller shall be allowed to use Rodgers 4003 Ô board material in their current
Products under this Agreement. The use of Rogers 4003 Ô in new products shall
be mutually agreed.




	8.	 	DISCLAIMER






Neither the presence of Nokia’s representatives nor any express or implied
acceptance of e.g. work, materials, components, equipment, method of manufacture or
service nor the fact that Nokia or its representatives has not brought any defect
or deficiency to the attention of Supplier or his representatives shall relieve
Supplier from its obligations under this Appendix to perform according to and to
meet all requirements set out in the Agreement or prejudice any warranty to Nokia
under the Agreement.




[*] = 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	 	 
	Purchase Agreement No. ESLNST2676
	 	Version 1.0.0
	Appendix 4 to Purchase Agreement	 	 






LOGISTICS APPENDIX




for Supplier Managed Inventory




MADE AND ENTERED INTO BY AND BETWEEN




NOKIA CORPORATION

Nokia Networks




AND




ENDWAVE CORPORATION




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Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




 









 








					
	CONFIDENTIAL	 	 	 	 
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	 	 	 	2(11)
	Logistics Appendix 4	 	 	 	 






CONTENTS




	 	 	 	 	 
	1. DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	2. SCOPE AND OBJECTIVE
	 	 	3	 
	 
	 	 	 	 
	3. FORECASTING
	 	 	4	 
	 
	 	 	 	 
	6. DISCONTINUANCE NOTICE
	 	 	6	 
	 
	 	 	 	 
	7. PACKING LIST REQUIREMENTS
	 	 	6	 
	 
	 	 	 	 
	8. TRANSPORTATION
	 	 	7	 
	 
	 	 	 	 
	9. RETURN AND REJECTED MATERIALS
	 	 	7	 
	 
	 	 	 	 
	10. SELFBILLING PROCESS
	 	 	9	 
	 
	 	 	 	 
	11. FINAL PROVISIONS
	 	 	9	 






	 	 	 
	SCHEDULE 1

	 	LIST OF PRODUCTS, METHODS FOR FORECASTING, SMI LOCATION,
INVENTORY LEVELS AND NOKIA’S PREMITTED FLEXIBILITY LEVELS
	SCHEDULE 2

	 	SELLER’S BANK ACCOUNT DETAILS, SELF-BILLING REPORT
ISSUANCE DATE AND PERIOD AND METHOD OF SENDING
SELF-BILLING REPORT; CONTACT PERSON





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	 	 	 	3(11)
	Logistics Appendix 4	 	 	 	 






This LOGISTICS APPENDIX is made and entered into by and between



NOKIA CORPORATION, represented through its Nokia Networks business group, a public limited
liability company incorporated in Finland, having its registered address at Keilalahdentie 4,
FIN-02150 Espoo, Finland, business identity code 0112038-9 (hereinafter referred to as the
“BUYER”),



AND



ENDWAVE CORPORATION, a company incorporated in Delaware, USA with its principal office at
776 Palomar Avenue, Sunnyvale, CA 94085, USA. (Hereinafter referred to as the “SELLER” or
“SUPPLIER”).



The BUYER and the SELLER are hereinafter jointly referred to as the “Parties.”



1. DEFINITIONS



In addition to what has been agreed in the Purchase Agreement (as defined in clause 2 below),
including any amendments thereto, the following definitions shall apply:



“Consumption”

Means the moment when a Product is taken from Supplier Managed Inventory for BUYER’s use



2. SCOPE AND OBJECTIVE



This Logistics Appendix is hereby incorporated into the Purchase Agreement entered into by and
between the SELLER and Nokia Networks on ESLNST2676 (hereinafter referred to as “Purchase
Agreement”).



The object of this Logistics Appendix is to identify the procedures for forecasting, ordering,
shipping and invoicing the Products listed in Schedule 1 to this Logistics Appendix (“Schedule 1”)
between BUYER and SELLER in order to specify the procedures unique to that particular site which
are not otherwise covered by the Purchase Agreement



In case of any discrepancies between the Purchase Agreement and this Logistics Appendix, the text
of the Purchase Agreement or any amendment thereto, or replacing agreement, shall always prevail
over this Logistics Appendix unless explicitly agreed in the Purchase Agreement that the Parties
may agree otherwise in Logistics Appendix.



This Logistics Appendix shall not create any obligation for BUYER to purchase or take for
Consumption any particular quantity of Products from SELLER.



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	 	 	 	4(11)
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3. FORECASTING



BUYER provides SELLER with a forecast of its or its customer’s anticipated purchasing needs,
as agreed in Schedule 1 in order to permit the SELLER to plan for an adequate manufacturing
capacity. Any forecast, estimate, demand supply plan, demand visibility report or any other similar
information for future demand of the Products provided by BUYER to SELLER shall not be regarded as
binding upon BUYER under any circumstances and BUYER shall be under no obligation to purchase or
take for Consumption any quantity of the Products from SELLER.



The information given by Nokia regarding forecasting (e.g. existence, content, time period and
method of the forecast) for each Product governed by this Logistics Appendix, and BUYER’s permitted
flexibility levels are contained in Schedule 1.



4. INBOUND LOGISTICS MODES OF OPERATION



4.1 Standard purchase order



In addition to obtaining Products pursuant to the model described in Clause 4.2 of this Logistics
Appendix, BUYER shall have the option to order Products from the SELLER under the Common Purchase
Order method, in such instances, BUYER shall submit a single purchase order to SELLER for the
purchase of Products. A single purchase order shall specify Product numbers, order quantities,
delivery dates, delivery address and specific order number for the Products to be ordered
hereunder. SELLER shall deliver the ordered Products on the date specified on the purchase order
and in accordance with the terms and conditions specified in the Purchase Agreement.



4.2 Supplier Managed Inventory (SMI)



4.2.1 Definition



SELLER has established Supplier Managed Inventory in Espoo Plant as specified in Schedule 1, which
inventory SELLER is authorised and commits to control and replenish. The ordering and other
communication between the BUYER and SELLER is managed by utilizing Web-solution or by other
mutually agreed way.



Consigned Products are held on the BUYER’s premises but owned by the SELLER.



The title of all consigned Products shall transfer to the BUYER when the Product is removed from
consignment inventory. All consigned Products held in the consignment stock at the BUYER’s premises
longer than [*] from date of shipment from the SELLER will be purchased immediately by the BUYER.
The SELLER will invoice the BUYER and the BUYER shall pay for all units held by the BUYER longer
than [*] from date of shipment from the SELLER. BUYER shall not have any obligation to buy any
consigned material in excess of the maximum stock level as defined in
Schedule 1.



SELLER reserves the right to enter the BUYER’s consigned facilities with a 48-hour prior notice to
BUYER and during normal business hours.



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	 	 	 	5(11)
	Logistics Appendix 4	 	 	 	 






The SELLER, at the BUYER’s consignment facilities, may perform quarterly inventory counts. At
year-end, the BUYER shall supply the SELLER with a written confirmation of inventory balances. For
quarterly confirmation purposes, inventory on hand at the BUYER’s consignment facilities as of 5:00
p.m. at BUYER’S time will be considered SELLER inventory.



4.2.2 Description of the mode of operation



The SELLER is responsible for evaluating the BUYER’s inventory parameters and current inventory on
hand and making decisions whether SELLER needs to replenish the consigned inventory held on the
BUYER’s premises or not. It is the responsibility of the SELLER to maintain inventory levels within
the parameters. Inventory information is sent regularly by BUYER and contains Min/Max inventory
parameters, inventory on Hand in the consignment and last receipts information. BUYER will
endeavour to send Inventory Report on mutually agreed basis. For accounting and bookkeeping
purposes the BUYER will raise a frame order/scheduling agreement for all Products held in the
consignment.



The SELLER is responsible for creating serial numbers according to the parameters that have been
previously mutually agreed to.



The BUYER will physically hold the consigned Products on its premises. BUYER shall take care of the
day-to-day materials handling. The BUYER is responsible for insuring the consigned Products on
behalf of SELLER.



4.2.3 Shipment of Products



At time of shipment, SELLER shall provide notice to BUYER of Product shipments. SELLER’s shipment
notice to BUYER shall include at least the following information: date of shipping notice, SELLER’s
name, quantity of pallets or transportation packages, type of transportation packages, number of
bill of lading, forwarding agent, weight and dimensions of shipping, Scheduling Agreement/Frame
Order number, quantity of Products, Product number(s), marking “Consignment Stock”.



The terms of delivery for the Products shall be [*]



5. FLEXIBILITY AND TERMS OF REPLENISHMENT



SELLER is committed to maintain its ability to replenish the Products according to the
Flexibility Schedule agreed between BUYER and SELLER and specified in Schedule 1. The flexibility
requirements define the quantity of Products above the given basic level the SELLER shall be ready
to replenish.



Schedule 1 specifies the basic level flexibility requirement and the flexibility requirements for
each Product governed by this Logistics Appendix.



The Products shall be taken from the SMI (Consumption) by using the first-in-first-out principle.




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	 	 	 	6(11)
	Logistics Appendix 4	 	 	 	 







If SELLER cannot replenish the Products in accordance with the agreed replenishment times (Schedule
1) then SELLER shall as soon as SELLER becomes aware of the delay inform BUYER about:





(a) Identification of which kind and what quantities of the Products will be
delayed;




(b) The anticipated duration of delay for each kind and quantity;




(c) The cause(s) of the delay;




(d) The actions that SELLER is taking and will take to remedy or shorten the delay;
and




(e) A proposal, subject to mutual agreement, of a new replenishment date for each
kind and quantity of the delayed Products.


In order to avoid any further replenishment delay, SELLER shall use best efforts (such as, but not
limited to, expedited freight), at the cost of SELLER, to minimize the possible delay. If the
consignment stock is reduced below the minimum level, due to a non-forecasted event, the
replenishment time to get back to the minimum level will be mutually agreed to.




6. DISCONTINUANCE NOTICE



When BUYER determines that a Product will no longer be used by BUYER, or stored in SMI, then BUYER
shall inform SELLER thereof by sending a discontinuance notice (hereinafter “Discontinuance
Notice”). Notice of discontinuance shall provide no less than [*] weeks notice of Product removal
from SMI. SELLER shall not be allowed to send such Product to SMI after the date in the notice,
and the Product shall no longer after date in such Discontinuance Notice be covered by this
Logistics Appendix. At the termination of a Product in SMI the Buyer shall purchase all material
in consignment not above the maximum consignment levels within [*] months. Nokia shall not be
liable for any obsolete Product SELLER may have after the discontinuance of SMI.




7. PACKING LIST REQUIREMENTS



All packing lists must include and all packaging must be bar-coded as defined in 6-72559 Nokia
Requirements for Material Package Labeling , which specifications the SELLER has received from
BUYER.



The packing list must include the following information:





	 	1.	 	SELLER’s name and mailing address
	 
	 	2.	 	BUYER’s name and address:




delivery address.

mailing and invoicing address.

precise location (for example production line, door number or warehouse)





	 	3.	 	BUYER Scheduling Agreement Number (in written and barcode form).
	 
	 	4.	 	Identification information for the goods:





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	 	 	 	7(11)
	Logistics Appendix 4	 	 	 	 




BUYER code (in written and barcode form)

Manufacturer type





	 	5.	 	Item quantity (in written and barcode form)
	 
	 	6.	 	Quantity of packages
	 
	 	7.	 	Terms of delivery (INCOTERMS 2000)
	 
	 	8.	 	Date of dispatch
	 
	 	9.	 	Production date or other traceable code (in written and barcode form)
	 
	 	10.	 	Packing list number (in written and barcode form)
	 
	 	11.	 	Customs tariff code (node & item level)
	 
	 	12.	 	Country of origin (Two letter country code)
	 
	 	13.	 	Marking “Consignment Stock material”




Only Products sharing the same Product code may be packed together in a single package; however,
the delivery package (Master carton) may contain several separately packed single-Product code
packages, provided that the delivery package also conforms to the requirements set forth in this
Logistics Appendix. Further, only Products to be delivered to the same destination may be included
in the same packing list and in the same package. The transportation package shall also be marked
with visible sign “Consignment Stock material”.




8. TRANSPORTATION



BUYER’s forwarding agents / transportation companies are listed below.




	 	 	 	 	 
	 	 	Forwarder / Transportation	 	Contact Details (Name,
	Address	 	Company	 	Telephone, Fax)
	 
	Nokia Corporation
	 	Emery Worldwide & CF Company
	 	+1 888 724 3575 (USA)
	Nokia Networks	 	 	 	 
	Karaportti 8, FIN-02610	 	 	 	 
	Espoo, Finland	 	 	 	 





SELLER’s forwarding agents / transportation companies are listed below.




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	Purchase Agreement No.ESLNST2676
	 	 	 	8(11)
	Logistics Appendix 4	 	 	 	 







	 	 	 	 	 
	 	 	Forwarder / Transportation	 	Contact Details (Name,
	Factory Address	 	Company	 	Telephone, Fax)
	 
	 

	 	Fed Ex	 	 






9. RETURN AND REJECTED MATERIALS



Defective Products (new built) can be found at the BUYER’s premises during incoming
inspection, assembly and/or final testing. If the Products are returned to the SELLER they are
referred to as Factory Returns. If the Products are found to be defective in the field (at final
customer/user) they are returned to the BUYER or BUYER’s authorised services. If BUYER or BUYER’s
authorised service returns those Products to the SELLER they are referred to as Field Returns.
These two cases are to be handled separately.



SELLER and BUYER agree mutually on returning of defective Products found prior to Consumption.



Subject to terms and conditions of Purchase Agreement, where the BUYER discovers any Product being
defective or non-conforming after Consumption, then BUYER shall return such Product to SELLER as
defined here below:




9.1. Factory returns



In case of any factory return the BUYER reserves the right to instantly compensate any such return
with a new Product from the consignment stock to prevent production losses.




9.1.1 Return of defective parts (Factory Returns)



The BUYER shall return the Product upon having proven it to fail to conform to the Specifications
or the Quality Requirements. The Products return process is done separate from the consignment
stock. In case of subsequent customer shipment of this Product the Product may have a new serial
number issued by SELLER.



In an effort to minimize the cost of shipping, all shipments from BUYER will be no less than 10
units in size, unless otherwise agreed



The BUYER shall request a Return Material Authorization (RMA) number from SELLER and receive the
RMA number prior to returning any Products. The RMA number shall be issued within two (2) days of
request from BUYER.



The BUYER shall issue a RETURN NOTE and send a copy to the SELLER.




     The RETURN NOTE shall include the following information:




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	Purchase Agreement No.ESLNST2676
	 	 	 	9(11)
	Logistics Appendix 4	 	 	 	 






	 	•	 	SELLER’s Returned Goods (RG) reference number (if obtained without delay)
	 
	 	•	 	SELLER’s RMA number
	 
	 	•	 	BUYER’s contact information
	 
	 	•	 	SELLER contact information
	 
	 	•	 	BUYER’s Non-Conforming Materials (NCM) reference number (if applicable)
	 
	 	•	 	Purchase order number or Agreement number under which the Products were bought (if
applicable)
	 
	 	•	 	Description of the returned material (BUYER’ s part number & description)
	 
	 	•	 	Quantity of Products returned
	 
	 	•	 	Quality Complaint Description of the defect
	 
	 	•	 	Serial numbers of returned Products
	 
	 	•	 	Total value of returned material to be compensated by the SELLER
	 
	 	•	 	Packing information (quantities, weights, dimensions)
	 
	 	•	 	Return order number for the credit note




The expense of the Products return shall be billed directly to SELLER via its specified carrier.



Following inspection by SELLER, should the Products be deemed to be No Fault Found or indisputably
deemed to be damaged by BUYER, SELLER reserves the right to invoice BUYER for the shipping costs
involved. Additionally, Seller reserves the right to negotiate compensation in cases where
significant investigation costs are incurred by SELLER.




9.1.2 Compensation for defective parts (Factory Returns)



The compensation for defective Products returned by BUYER shall be by Credit Note issued by SELLER.
The Credit Note shall be issued within [*] business days of the returned Products being received by
SELLER and shall correspond to BUYER’s Return Note, referencing the Non-Conforming Material (NCM)
number contained therein.



As the SELLER issues the Credit Note the title of Products is passed to the SELLER. All repaired
Products shall be returned to the consignment stock according to the Quality Appendix and
flexibility requirement as specified in this Logistics Appendix Schedule 1.




9.3 Field returns



As set forth in Appendix 6 — Support




10. SELFBILLING PROCESS



BUYER shall issue to SELLER a summary report of Consumption (hereinafter referred to as
“Self-billing Report” or “Self-billing Invoice”) for invoicing purposes using method agreed in
Schedule 2. The date of issuance (“Self-billing Date”) and period of each Self-billing Report is
also specified in Schedule 2. SELLER shall immediately upon receiving the Self-billing Report check
the contents and inform BUYER in writing of any discrepancy between Self-billing Report and
SELLER’s own bookkeeping




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	CONFIDENTIAL	 	 	 	 
	Purchase Agreement No.ESLNST2676
	 	 	 	10(11)
	Logistics Appendix 4	 	 	 	 






The list of SELLER’s bank accounts, to which the payment of purchase price may be made are attached
hereto as Schedule 2.



BUYER shall make the payment of purchase price based on such Self-billing Report within the time
period agreed upon in the Purchase Agreement calculated from the date of such Self-billing Report.
Therefore, no invoice shall be send by SELLER for purchase of Products under this Logistics
Appendix. However, SELLER shall send a pro-forma invoice for customs clearance when so required.




11. FINAL PROVISIONS



11.1. Any modifications or amendments to the text of this Logistics Appendix must be made in
writing and signed by authorised representatives of both Parties. However, the Parties acknowledge
that the Schedules are intended to be revised from time to time and to the extent that such
revisions do not conflict with the terms of the Purchase Agreement or this Logistics Appendix,
updated versions of Schedules may be issued upon written agreement between the Parties and without
requiring a formal amendment either to this Logistics Appendix or to the Purchase Agreement.



11.2 All times specified in this Logistics Appendix are based on BUYER’s time zone.



11.3 This Logistics Appendix, upon signature of both Parties, cancels and supersedes all prior
forecasts, estimates or commitment schedules issued with regard to the Products covered by this
Logistics Appendix.



11.4 This Logistics Appendix may be terminated by either Party with immediate effect upon written
notice and without any liability towards the other Party, if the other Party essentially or
continuously fails to fulfil its obligations under this Logistics Appendix. This Logistics
Appendix may also be terminated together with the Purchase Agreement according to the terms and
conditions of the Purchase Agreement. Where the termination is made due to reason not solely
attributable to BUYER, then BUYER shall not be under any obligation to purchase any of such
Products or to pay any other remedy. In case the termination is made due to reason solely
attributable to BUYER then BUYER’s maximum liability shall be limited to the amount equal to the
average of [*]



11.5 BUYER may also terminate this Logistics Appendix by twelve (12) weeks prior written notice to
SELLER without any liability towards the other Party.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BUYER:	 	SELLER:
	 
	NOKIA CORPORATION	 	ENDWAVE CORPORATION
	Nokia Networks	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Nils Nordman	 	By:	/s/ Steven Layton	 
	 

	 	 
	 	 	 	 





Version 1.0.0

[*] = 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	 	 	 	 
	Purchase Agreement No.ESLNST2676
	 	 	 	11(11)
	Logistics Appendix 4	 	 	 	 






	 	 	 	 	 	 	 
	Name:

	 	Nils Nordman	 	Name:	Steven Layton	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Purchasing Manager	 	Title:	V.P. + G.M.	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	December 29, 2005 Espoo,
Finland	 	Date:	December 30, 2005	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Hemi Vander Stichele	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Hemi Vander Stichele	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Director Networks Global Sourcing	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	December 29, 2005	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Espoo, Finland	 	 	 	 





Version 1.0.0

[*] = 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




SCHEDULE 1




     12/30/2005


Purchase Agreement number: ESLNST2676



LIST OF PARTS, METHODS FOR FORECASTING, ORDERING AND DELIVERING, FLEXIBILITY REQUIREMENTS FOR
CONSIGNMENT STOCK



ENDWAVE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commit-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Replenishment
	Part	 	 	 	 	 	ment	 	 	 	 	 	Time	 	 	 	 	 	Ordering	 	 	 	 	 	Delivering	 	 	 	Flexibility	 	Freque	 	Packing	 	Consignment	 	Consignment	 	time (of minimum
	Nokia code	 	Description	 	Frequency	 	existence	 	Forecastig	 	Content	 	frame	 	Frequency	 	Tool	 	Notification	 	Tool	 	Frequency	 	Method	 	Notification	 	requirements	 	ncy	 	size	 	min. qty	 	max. qty	 	stock)
	 
	[*]

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	 	[*]
	 	[*]
	 	[*]





 [*] = 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.




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commit-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Replenishment
	Part	 	 	 	 	 	ment	 	 	 	 	 	Time	 	 	 	 	 	Ordering	 	 	 	 	 	Delivering	 	 	 	Flexibility	 	Freque	 	Packing	 	Consignment	 	Consignment	 	time (of minimum
	Nokia code	 	Description	 	Frequency	 	existence	 	Forecastig	 	Content	 	frame	 	Frequency	 	Tool	 	Notification	 	Tool	 	Frequency	 	Method	 	Notification	 	requirements	 	ncy	 	size	 	min. qty	 	max. qty	 	stock)
	 
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	 	[*]





[*] = 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.





 









 
















Schedule 2 in Support of

Appendix 4 – Logistics Appendix




Nokia Production Agreement — ESLNST2676




UNCONTROLLED COPY










Except as may be otherwise provided by contract, this document or specification is the proprietary and
confidential property of EndWave Corporation. It is issued in strict confidence and shall not be reproduced or
copied or used (partially or wholly) in any manner without prior, express written authorization of EndWave
Corporation.







	 	 	 	 	 
	 

	 	Steve Layton, GM, Commercial Telecommunications
	 	DATE: 12/28/05
	 
	 	 	 	 
	 

	 	Steve Choate, Senior Business Manager
	 	DATE: 12/28/05
	 
	 	 	 	 
	APPROVALS
	 	 	 	 








REVISION HISTORY




	 	 	 	 	 	 	 
	REVISION	 	ECN	 	APPROVAL	 	DATE
	01	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 
	REVISION: 06
	 	Part Number: NA
	 
	 	Page: 1 of 15






[*] = 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.




 









 














	1.0	 	PURPOSE
	 
	 	 	The purpose of this document is to better define and document the agreements to self billing
timing and provide bank information for the transfer of funds from Nokia to Endwave.
	 
	2.0	 	SELF-BILLING INVOICE
	 
	 	 	BUYER shall issue to SELLER a “Self-billing Invoice” via Nokia’s NGSW website. The period
for billing shall be weekly ending on Friday at 11:59 PM. The invoice will posted to the
website approximately 1 hour after closure of any period.
	 
	3.0	 	ENDWAVE BANK INFORMATION
	 
	 	 	The following table provides the required bank information for transfer of credits to
Endwave corporation:





	 	 	 
	Bank Name

	 	Silicon Valley Bank
	Account Number

	 	[*]
	Swift Code

	 	[*]
	Routing Number

	 	[*]






	 	 	 
	REVISION: 06
	 	Part Number: NA
	 
	 	Page: 2 of 15






[*] = 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.




 









 








	 	 	 	 	 	 	 
	 


	 	 	 	 	 	1 (5)
	Purchase Agreement No. ESLNST2676	 	29.12.2005	 	 
	Appendix 5

	 	 	 	ID 6- 86691	 	 
	Networks

	 	 	 	v. 5.1	 	 






Environmental Appendix




to HW/ Microwave Products Purchase Agreement (“PA”) hereinafter (“Agreement”)




	 	 	 	 	 
	  Table of Contents	 	 	 	 
	 
	1.  PURPOSE AND SCOPE
	 	 	2	 
	2. GENERAL
	 	 	2	 
	3. PRODUCT REQUIREMENTS
	 	 	2	 
	3.1 Substances Requirements
	 	 	2	 
	3.1.1 Lead Free Process and Solder Requirements
	 	 	3	 
	4. LABELLING AND MARKING REQUIREMENTS
	 	 	3	 
	4.1 Requirement of Symbol Indicating Need for Separate Collection
	 	 	3	 
	5. REQUIREMENT FOR PROVIDING INFORMATION
	 	 	4	 
	5.1 Material Content Information
	 	 	4	 
	5.2 Material Declaration for Re-use and Recycling
	 	 	4	 
	6. EXHIBITS
	 	 	5	 






Proprietary and Confidential




[*] = 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.




 









 








	 	 	 	 	 	 	 
	 


	 	 	 	 	 	2 (5)
	Purchase Agreement No. ESLNST2676	 	29.12.2005	 	 
	Appendix 5

	 	 	 	ID 6- 86691	 	 
	Networks

	 	 	 	v. 5.1	 	 







	1.	 	Purpose and Scope
	 
	 	 	This document describes Nokia Corporation Networks business group’s (“NET”) environmental
requirements. These environmental requirements are applicable to any and all hardware
products (including but not limited to components, parts and modules) (the “Product(s)”) and
hardware Product designs delivered to NET by the seller/supplier (“Supplier”). In case of
discrepancy between this document and other prior written requirement of NET, the text of
this document shall prevail, unless such other document includes requirements not less
restrictive than this document. Further, in case of discrepancy between this document and the
Product specification, the text of this document shall prevail unless otherwise separately
and expressly agreed between the parties in writing.
	 
	2	 	General
	 
	 	 	NET aims to minimise the environmental impacts its product portfolio by systematically
considering environmental issues in product design. The mandatory environmental requirements
described in this document are based on Nokia and NET environmental principles and codes of
practices (e.g. environmentally relevant substances) and partly legislative requirements
(such as but not limited to Directive 2002/95/EC of the European Parliament and of the
Council of 27 January 2003 on the restriction of the use of certain hazardous substances in
electrical and electronic equipment (“RoHS Directive”) and Directive 2002/96/EC of the
European Parliament and of the Council of 27 January 2003 on waste electrical and electronic
equipment (“WEEE Directive”)).
	 
	3	 	Product Requirements
	 
	 	 	All the Products supplied to NET by Supplier shall be compliant with the document
Environmental Requirements for Nokia Networks (NET) Products as attached hereto as Exhibit A.
Any later version updated by NET and delivered to the Supplier shall be reviewed. For
actions required for compliance to any legal and/or regulatory requirements, including
without limitation, the RoHS or WEEE directives, Supplier shall provide an impact report, if
impacts are realized, and a timeline to compliance. For non-legal/regulatory changes,
Supplier and NET will review the changes and mutually agree on what actions will be made, if
required to meet the new version. In addition, Supplier shall ensure the parallel volume
availability of the Products delivered to NET and manufactured according to specifications in
force prior to date of entering into this Appendix (i.e. Products which may not be RoHS
compliant) until 1 April 2006 unless otherwise agreed in writing.
	 
	3.1	 	Substances Requirements





Proprietary and Confidential




[*] = 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.




 









 








	 	 	 	 	 	 	 
	 


	 	 	 	 	 	3 (5)
	Purchase Agreement No. ESLNST2676	 	29.12.2005	 	 
	Appendix 5

	 	 	 	ID 6- 86691	 	 
	Networks

	 	 	 	v. 5.1	 	 







	 	 	All the Products supplied to NET by Supplier shall be compliant with the Nokia Substance List
as included in Exhibit A. Any later version updated by NET and delivered to the
Supplier shall be reviewed. For actions required for compliance to any legal and/or
regulatory requirements, including without limitation, the RoHS or WEEE directives, Supplier
shall provide an impact report, if impacts are realized, and a timeline to compliance. For
non-legal/regulatory changes, Supplier and NET will review the
changes and mutually agree on
what actions will be made, if required to meet the new version.
	 
	 	 	Supplier shall, upon NET’s request, provide evidence of compliance with the Nokia Substance
List and requirements of this Appendix.
	 
	 	 	Subject to Nokia’s prior written acceptance, Supplier may take advantage of any exemption
allowed by the RoHS Directive that applies to Products but warrants that it will use only
those exemptions that are applicable to the Products and only to the extent permitted by RoHS
Directive. However, Supplier shall not use the RoHS Directive exemptions for lead in solder
unless and to the extent mutually agreed between the parties. Supplier shall promptly inform
NET in writing which RoHS Directive exemptions they are using in Products, and the date(s) of
ceasing of the use of such exemptions.
	 
	 	 	Any and all change(s) in materials or substances of a the Product, even though such change is
required by NET in Nokia Substance List or elsewhere, is always subject to change management
process and a written notice to NET in accordance with the terms and conditions of the valid
purchase agreement.
	 
	3.1.1	 	Lead Free Process and Solder Requirements
	 
	 	 	Those Products that may undergo into NET’s production process (including NET’s contract
manufacturer’s or supplier’s production process) shall in all respect be designed and
manufactured to be compliant with lead-free soldering process. At start of a lead free
Product production, Supplier shall provide NET a qualification report showing a qualified
lead free process for production use. Once NET approves the process, Supplier will not be
required to submit additional qualification reports on subsequent Products unless changes to
the process occur.
	 
	 	 	All other Products shall in all respect be designed and manufactured to be compliant with
lead-free soldering process on 1 April 2006, at the latest, unless NET has agreed in writing
to another date. Supplier shall inform NET in writing on Supplier’s time schedules relating
to lead-free soldering process. In addition, any components containing Beryllium Oxide (BeO)
shall be easily removable.
	 
	4	 	Labelling and marking requirements
	 
	4.1	 	Requirement of Symbol Indicating Need for Separate Collection





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	 	 	 	 	 	4 (5)
	Purchase Agreement No. ESLNST2676	 	29.12.2005	 	 
	Appendix 5

	 	 	 	ID 6- 86691	 	 
	Networks

	 	 	 	v. 5.1	 	 







	 	 	Products, which are as such part of the NET product entity targeted to consumer use or which
are product entities themselves, and which are delivered to Nokia NET after 1st June 2005,
shall be marked, at no cost to NET, with the symbol indicating separate
collection for electrical and electronic equipment waste, and with a symbol informing that
the product was placed on the market after 13 August, 2005. Products shall be marked
according to the requirements defined in the WEEE Directive and in any relevant standards.
	 
	5	 	Requirement FOR Providing Information
	 
	5.1	 	Material Content Information
	 
	 	 	Upon NET’s request, the Supplier shall provide NET with full material content information
using the Material Data Form provided by NET substantially in the form as attached hereto the
Exhibit B. The Supplier warrants that the information it provides NET with based on this
requirement is correct and adequate.
	 
	 	 	Upon NET’s request, the Supplier shall provide NET with full material content information
using the Material Data Form provided by NET substantially in the form as attached hereto as
Exhibit B unless and to the extent the parties have separately agreed in writing on certain
material information that NET collects. The Supplier warrants that the information it
provides NET with based on this requirement is correct and adequate.
	 
	 	 	When the Material Data Form is to be filled by a subcontractor of the Supplier, all Nokia
logos and other Nokia references must be deleted from the Material Data Form by the Supplier
prior to delivery of the Material Data Form to such subcontractor.
	 
	 	 	If any change(s) are made in Product material or substance, even though such change is
required by NET in Nokia Substance List or elsewhere, Supplier shall deliver to NET a new
Material Data Form immediately upon such change.
	 
	5.2	 	Material Declaration for Re-use and Recycling
	 
	 	 	Upon NET’s request, the Supplier shall provide NET with information on disassembly, re-use
and end-of-life treatment of Products using NET’s material declaration template substantially
in the form as included into Exhibit A. The Supplier warrants that the information it
provides NET with based on this requirement is correct and adequate.
	 
	 	 	If any change(s) are made in Product that affects the Product disassembly, re-use and
end-of-life treatment information, Supplier shall deliver to NET a new Material Data Form
immediately upon such change.





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	 	 	 	 	 	5 (5)
	Purchase Agreement No. ESLNST2676	 	29.12.2005	 	 
	Appendix 5

	 	 	 	ID 6- 86691	 	 
	Networks

	 	 	 	v. 5.1	 	 







	6	 	Exhibits
	 
	 	 	These Nokia reference documents (“Exhibits”) are incorporated herein by reference and are an
integral part of this Appendix. The following Exhibits will be updated from time to
time during the term of this Appendix. The table below identifies each Exhibit that Supplier
has received from Nokia by current title and version number (and electronic format, if
applicable). Any later version updated by NET and delivered to the Supplier shall be
reviewed. For actions required for compliance to any legal and/or regulatory requirements,
including without limitation, the RoHS or WEEE directives, Supplier shall provide an impact
report, if impacts are realized, and a timeline to compliance. For non-legal/regulatory
changes, Supplier and NET will review the changes and mutually agree on what actions will be
made, if required to meet the new version.





	 	 	 	 	 	 	 
	Exhibit	 	Short Title	 	ID	 	Version
	A

	 	Environmental Requirements for Nokia
Networks (NET) Products (Except for
reference document 6-130443, NET Lead Free
Specification)
	 	[*]
	 	[*]]
	 
	 	 	 	 	 	 
	B

	 	Material Data Form
	 	[*]
	 	[[*]]






Proprietary and Confidential




[*] = 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.





 









 








			
	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	1(7)






Support for Microwave Products





	1.	 	REPAIRS AND REPLACEMENTS WITHIN THE WARRANTY PERIOD
	 
	1.1	 	The defective Products shall be delivered to SELLER for warranty repair or replacement. The
Products may be sent to SELLER by BUYER or by any of BUYER’s 3rd party authorised
services. After the warranty repair or in case of replacement, each repaired and/or replaced
Product shall be delivered by SELLER to the address from where the Product was sent by
BUYER., If BUYER or its authorised service requests the Products to be delivered to other
address, this shall be agreed to by SELLER.
	 
	1.2	 	If SELLER proves that the defect is of the kind not covered by the warranty set forth under
Clause 12 of the Purchase Agreement and/or Clause 11 of Addendum B, then SELLER shall inform
BUYER thereof in writing within a period of [*] days from the date of receipt of the
respective Product by SELLER. In this case SELLER reserves the right to invoice BUYER for the
shipping costs involved and investigation fee as called out in Section 8 of this appendix.
	 
	1.3	 	If a total recall/retrofit of the Products is found to be necessary, the recalled Products
can be sent back to SELLER by BUYER by any of BUYER’s authorised services, and the return of
the Products by SELLER shall be made to the same address of BUYER and/or of the customer,
from where the Products were sent to SELLER. If BUYER or its authorised service requests the
Products to be delivered to other address, this shall be agreed to by SELLER.
	 
	1.4	 	Any delivery of the defective and repaired/replaced Products by BUYER to SELLER, and by
SELLER to BUYER, shall be made at the cost of SELLER. In an effort to minimize the cost of
shipping, all shipments from BUYER by any of BUYER’s authorised services will be no less than
10 units in size, unless otherwise agreed
	 
	2.	 	OUT OF WARRANTY REPAIRS AND REPLACEMENTS
	 
	2.1	 	SELLER shall provide repair/replacement service for the Products for a period of [*]
years from the last delivery of the respective Product under Purchase Agreement and/or
Addendum B.
	 
	2.2	 	The defective Products shall be delivered to SELLER for repair or replacement. The Products
may be sent to SELLER by BUYER or by any of BUYER’s authorised services. After the repair or
in case of replacement, each repaired or replaced Product shall be delivered by SELLER to the
address from where the Product was sent by BUYER. If BUYER or its authorised service requests
the Products to be delivered to other address, this shall be agreed to by SELLER.
	 
	2.3	 	Upon receipt of defective Product an analysis will be performed by SELLER to confirm
Product failure or out of specification performance. After confirmation SELLER and BUYER or
any of BUYER’s authorised services will mutually agree if best course of action is to repair
or replace with an interchangeable Product. All repairs will be performed for the cost as
indicated in Section 8 of this appendix. When a Product is





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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	2(7)







	 	 	mutually agreed to be beyond economical repair, SELLER shall offer an interchangeable
replacement at the current price of a new unit. If BUYER or any of BUYER’s authorised
services elects not to procure the replacement unit, SELLER will scrap the failed Product
and charge an investigation fee as indicated in Section 8 of this appendix. If a Product is
determined as functioning and fully specification compliant (a.k.a. No Trouble Found), BUYER
or BUYER’s authorised services will pay the investigation fee and no additional warranty
will be provided. SELLER shall apply for approval from BUYER for each No Trouble Found
Product before invoicing the investigation fee.
	 
	 	 	For clarification, an interchangeable Product shall meet the Specifications and be qualified
according to a mutually agreed plan.
	 
	2.4	 	The warranty period is as determined in the Purchase Agreement. Warranty determination for
the field returns shall be made together with BUYER’s authorized service based on a receive
date of a faulty radio at BUYER’s authorized premises. For clarity, the warranty shall cover
all the faulty radio Products received at BUYER’s authorized premises within the warranty
period, even though the related claim is made after the expiry of the warranty period. All
units returned outside of warranty expiration must have a claim made within [*] days from
expiration date and proof of field failure prior to warranty expiration shall be provided
with the returned Product.
	 
	2.5	 	SELLER shall warrant the repaired/replaced Products for a period of [*] months from the
delivery date of such repaired Product or until the end of the original warranty period,
whichever is longer. However, the warranty period for any specific Product shall not be
extended, as provided in the prior sentence, more than once.
	 
	2.6	 	After the Warranty Period, the transport, freight and packing/packaging costs, including
local duties and fees, as well as the insurance costs to the given delivery address are to be
borne by the sending party and are not to be charged from the receiving party.
	 
	 	 	The term of delivery is [*] (INCOTERMS 2000).
	 
	3.	 	TURNAROUND TIME AND SERVICE LEVEL PERFORMANCE
	 
	3.1	 	All repaired or replaced Products shall be delivered to BUYER or to BUYER’s authorised
service in accordance with Clause 1.1 and Clause 2.2 above within [*] calendar days
(Standard Turnaround Time) from the date on which SELLER received the defective Products
from BUYER. In the case where unplanned production demands from BUYER exceed SELLERS
current production capacity the Parties may agree to reduce service level temporarily. The
Seller shall report fault analysis and corrective actions to BUYER within [*] calendar days
from date of receipt for all returned Products.
	 
	3.2	 	Without prejudice to any of the obligations of SELLER hereunder, SELLER undertakes to
provide repair/replacement service in service level, which is more than [*] percent of all





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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	3(7)







returns within [*] calendar days unless otherwise agreed. The service level performance is
measured on monthly basis against agreed standard turnaround time.



	 	 	 
	 	 	Standard Turnaround Time &
	Service	 	Service Level Performance
	Repair/replacement service

	 	Within [*] calendar days in at least [*] of returns unless otherwise agreed
	 
	 	 
	Complete Fault analysis and
corrective actions reporting

	 	Within [*] calendar days in at least [*] of all returns unless
otherwise agreed







			
	     Service Level =	 	# of units repaired/replaced within standard turnaround time per month x 100






Performance        total # of units sent to be repaired/replaced per month




Standard




			
	     Turnaround	 	Time = the period from the date of receipt of faulty Product by SELLER to the date of shipment by SELLER of the repaired/replaced Product to BUYER






All remaining Products [*] shall be returned or replaced after [*] days from
the return.




	4.	 	TECHNICAL SUPPORT AND DOCUMENTS
	 
	4.1	 	SELLER shall offer support services to BUYER for a period of ten (10) years from the last
delivery of each kind or Product. Such support services shall include, without limitation,
the availability of continuous system engineer backup, of repair services, and of
replacement services. The reasonable prices for (and the price validity of) the support
services shall be mutually agreed. The provision of such services shall be subject to a
specific order submitted by BUYER to SELLER and to a separate support contract.
	 
	 	 	The prices, and the validity of such prices, for the repairs outside the warranty and
replacement service, and for the spare parts supplied under this Appendix 6 shall be
agreed separately.
	 
	 	 	Seller shall provide test data to Buyer to make it possible to validate the repaired
Products, if requested.





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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	4(7)







	 	 	Seller shall provide all test data to Buyer reasonably required to validate performance of
the potentially defective Products, if requested.
	 
	4.2	 	BUYER shall be entitled to purchase a tester or test equipment from SELLER for functional
testing of the Products at a reasonable price.
	 
	5.	 	REPORTING OF THE REPAIRS AND REPLACEMENTS
	 
	5.1	 	For each repaired or replaced Product, the SELLER shall have an electronic repair report
(RMA log) with the following information:
	 
	(1)	 	identification and the serial number of each repaired or replaced Product; and
	 
	(2)	 	fault analysis and corrective actions performed by SELLER on each Product; and
	 
	(3)	 	return received date; and
	 
	(4)	 	whether the repair or replacement performed by SELLER falls under the warranty or not;
and
	 
	(5)	 	the applicable price, if the repair/replacement is performed outside the warranty; and

	 
	(6)	 	turn-around time
	 
	5.2	 	Each Service Report shall be posted on SELLER’s secure FTP site and made available to
BUYER and BUYER’s authorised service within a period of [*] days from the end of the
respective reporting period.
	 
	5.3	 	The Service Report shall include:
	 
	(1)	 	the quantity of Products repaired during the reporting period; and

	 
	(2)	 	the quantity of Products replaced during the reporting period; and
	 
	(3)	 	the quantity of Products waiting to be repaired or replaced; and
	 
	(4)	 	the turn-around times for the repairs and replacements hereunder; and

	 
	(5)	 	Service Level Performance indicator
	 
	5.4	 	At any time, upon request by BUYER or BUYER’s authorised service, SELLER shall be able to
check and report to BUYER or BUYER’s authorised service the status and estimated return
date of any Product sent by BUYER to be repaired or replaced by SELLER.
	 
	5.5	 	In case of a critical quality complaint from Nokia’s end customer due to possible
systematic field failure, SELLER shall provide a preliminary fault analysis on returned
Products to BUYER within [*] weeks after receiving the Products.
	 
	6.	 	SPARE PARTS
	 
	6.1	 	Spare parts to each kind of Product are warranted to be available for a period of [*]
years from the date the individual Product was shipped from SELLER to BUYER. Without
prejudice to the above warranty, if SELLER discontinues the manufacture of any spare part,
it shall inform BUYER in writing thereof at least [*] months prior to the





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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	5(7)







	 	 	discontinuation.  At the time of notice, BUYER and SELLER shall mutually agree on the number of spare parts to be available for possible later procurement.
	 
	6.2	 	In the event of termination of the Purchase Agreement and/or Addendum B for any reason, BUYER may order adequate quantities of spare parts.
	 
	6.3	 	SELLER shall always keep a sufficient inventory of the Products and/or sub-units in order to comply with the turnaround times set forth in this Appendix 6. The sufficient inventory depends on the reliability and availability values of the Products. The MTBF (Mean Time Between Failure) figures for the Products are set forth in Appendix 2 (Specifications) of Addendum B.
	 
	7.	 	FIELD RETURN PROCESS
	 
	7.1	 	Return of defective Products (Field Returns)
	 
	 	 	BUYER’s authorised service returns the Products to SELLER upon having proven them to be defective.
	 
	 	 	The BUYER shall request a Return Material Authorization (RMA) number from SELLER and receive the RMA number prior to returning any Products. The RMA number shall be issued within [*] days of request from BUYER.
	 
	 	 	No Credit Notes will be issued for any Field Return Products.
	 
	 	 	The BUYER shall issue a RETURN NOTE (Proforma Invoice and Nokia Quality Complaint) and send a copy to the SELLER.
	 
	 	 	The RETURN NOTE shall include the following information:






	 	•	 	SELLER’s RMA number
	 
	 	•	 	BUYER contact information
	 
	 	•	 	SELLER contact information
	 
	 	•	 	BUYER’s Non-Conforming Materials (NCM) reference number (if applicable)
	 
	 	•	 	Purchase order number under which the Products were bought (if applicable)
	 
	 	•	 	Description of the returned material (BUYER’s part number & description)
	 
	 	•	 	Quantity of Products returned
	 
	 	•	 	Serial numbers of returned Products (in Nokia Quality Complaint)
	 
	 	•	 	Warranty status (in Nokia Quality Complaint)
	 
	 	•	 	Description of the defect (in Nokia Quality Complaint)
	 
	 	•	 	Total value of returned material
	 
	 	•	 	Packing information (quantities, weights, dimensions)
	 
	 	•	 	Country of Origin






	8.  	 	COMPENSATION FOR FIELD RETURN REPAIRS OUTSIDE THE WARRANTY TIME
	 
	 	 	All payments for any field return repairs shall be made within forty five (45) days from
time of issuing the invoice for out of warranty repair.





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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	6(7)






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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	7(7)






     Exhibit



     1) Prices



	 	 	 	 	 	 	 
	 	 	Nokia	 	 	 	 
	 	 	Item	 	Repair	 	Investigation
	Unit Description	 	Code	 	price	 	Fee
	MWU 23 GHz class1 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 23 GHz class1 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 26 GHz class1 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 26 GHz class1 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 38 GHz class1 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 38 GHz class1 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 18 GHz class1 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 18 GHz class1 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 23 GHz screened low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 23 GHz screened high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 23GHz class2 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 23GHz class2 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 26 GHz class2 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 26 GHz class2 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 18 GHz class2 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 18 GHz class2 high

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 38 GHz class2 low

	 	[*]
	 	[*]
	 	[*]
	 
	 	 	 	 	 	 
	MWU 38 GHz class2 high

	 	[*]
	 	[*]
	 	[*]






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	APPENDIX 6 to Addendum B of Purchase Agreement ESLNST2676
	 	8(7)







	2)	 	Contact information for BUYER’s authorised service:
	 
	 	 	[*]
	 
	 	 	Contact person:





	 	 	 
	Ms. Anita Fabian (Buyer)
	 	 
	- e-mail address is:

	 	[*]
	-Phone number is:

	 	[*]
	-Mobile phone number:

	 	[*]
	-Fax number:

	 	[*]






Support Appendix                                        Proprietary and Confidential




[*] = 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.