Unassociated Document


    Amendment
      No. 6 

    to
      the Cooperation Agreement of [*] (the “Agreement”)

    


    


    


    


    between

    


    


    


    


    IXI
      Mobile (R&D) Ltd.

    17
      Hatidhar st.

    Ra’anana
      43665

    Israel

    


    (hereafter
      mentioned "IXI“)

    


    


    


    


    and

    


    


    


    


    [*]

    


    (hereafter
      mentioned “[*]”)

     

     

    

      
        	
                Amendment
                  No. 6 to the Cooperation Agreement between 

              	
                Page
                  1 of 
                  5

              
	
                IXI
                  Mobile (R&D) Ltd. and [*]

              	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      Sixth Amendment to that certain Cooperation Agreement dated as of [*] (this
      “Amendment”), is made and entered retroactive into as of [*]. The parties hereby
      agree as follows:

    


    RECITALS

     

    WHEREAS,
      [*] and IXI have previously entered into that certain Cooperation Agreement
      and
      have previously amended the Cooperation Agreement in five different amendments
      (the Cooperation Agreement together with all five previous amendments shall
      be
      referred to collectively as the "Cooperation Agreement"); and 

     

    WHEREAS,
      the parties now wish to further amend the Cooperation Agreement as set forth
      in
      this Amendment. 

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and adequacy of which are hereby acknowledged, the
      parties hereby agree as follows:Unless otherwise defined below, all capitalized
      terms herein shall have the meanings assigned to such terms in the Cooperation
      Agreement

    


    
      	
              1.

            	
              New
                Sections 9.3, 9.4, 9.5, 9.6 and 9.7 shall be added as
                follows:

            


    

    


    
      	
              “9.3.

            	
              In
                pursuance to s. 9.1 above, the parties shall, initiate a product
                warranty
                mechanism as detailed below:

            


    

    


    
      	 	
              9.3.1

            	
              IXI
                shall provide [*], at [*], with Products in an amount which is equal
                to
                [*] of the Products delivered under each P.O, (hereinafter the "Swap
                Units"). At this time IXI has delivered to [*] swap units to cover
                any
                supplied purchase orders.

            


    

    


    
      	 	
              9.3.2

            	
              [*]
                shall use the Swap Units to replace any faulty Product delivered
                to it by
                IXI and IW (In Warranty) defected Product returned to [*] from end
                users.
                The Swap Units are intended for SWAP only and cannot be used for
                resale to
                end users. The Swap Units provided may be [*], at IXI discretion.
                All Swap
                Units supplied to date are [*].

            


    

    


    
      	 	
              9.3.3

            	
              IXI
                will provide training to [*] technician on [*] level testing and
                call
                centre personnel for support of the Products, at a level necessary
                for
                determining failure in a Product.

            


    

    


    
      	 	
              9.3.4

            	
              All
                swap activity with end users will be done at [*] facilities and by
                [*]
                personnel.

            


    

    


    
      	 	
              9.3.5

            	
              [*]
                shall test all Products returned by its end users and issue IXI with
                detailed reports, including details of any faults reported or found
                and
                other technical information requested by IXI, as well as return
                statistics, which shall include the IMEI numbers returned from the
                field,
                the IMEI numbers replaced from the SWAP stock, and reason for return.
                See
                section 9.5, Information System for more details.
                

            


    

    
      	 	
              9.3.6

            	
              Instead
                of disposing of defective devices, [*] agrees that all defective
                Products
                received from [*] end users in exchange for Swap Units, shall be
                returned
                by [*] to IXI, upon IXI’s request and at [*] cost on a periodic
                basis.

            


    

    


    
      	 	
              9.3.7

            	
              LIMITED
                WARRANTY.
                EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN (THE PROVISION OF THE
                AGREED
                AMOUNT OF SWAP UNITS) AND IN THE COOPERATION AGREEMENT, IXI MAKES
                NO
                ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PRODUCT
                AND/OR
                SERVICES.

            


    

    


     

    
      
        	
                Amendment
                  No. 6 to the Cooperation Agreement between 

              	
                Page
                  2 of 
                  5

              
	
                IXI
                  Mobile (R&D) Ltd. and [*]

              	 


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      	 	
              9.3.8

            	
              Within
                the next shipments of Products to [*], IXI shall supply [*] with
                [*]
                additional Swap Units for [*]. 

            


    

    


    


    
      	9.4	
              IXI
                recommendations:

            


    

    


    
      	 	
              9.4.1

            	
              IXI
                recommends that all DOA (Dead On Arrival) Products which are defined
                as
                Product fails to operate as expected less than or equal to [*] from
                end
                user sale, shall be swapped by [*] with Swap Units which are
                [*].

            


    

    


    
      	 	
              9.4.2

            	
              IXI
                recommends that all IW (In Warranty) returned defective Products
                shall be
                swapped by [*] with Swap Units which are [*].


            


    

    


    
      	 	
              9.4.3

            	
              IXI
                recommends that all OOW (Out Of Warranty) returned Products shall
                be
                repaired and / or swapped by [*] with [*] Swap Units for [*] to the
                end
                user. IXI can arrange for repair service for [*] at IXI’s certified repair
                centre. 

            


    

    


    


    
      	9.5	
              INFORMATION
                SYSTEM

            


    

    


    [*]
      and
      IXI shall establish an information system to report periodically the SWAP
      activities. This system shall report to IXI the IMEI numbers of returned devices
      from the field and date of return, replacement SWAP IMEI numbers shipped to
      the
      field and date of swap, classification of returned devices (DOA, IW, NFF or
      OOW)
      and failure code associated with each. The Customer Product Test Guide
      documentation is to be provided to [*] by IXI detailing reports and failure
      code
      details required. 

    


    Until
      the
      system is set up by [*], and as a first step on effective date of this
      Amendment, [*] shall supply IXI, [*], an excel spreadsheet with the IMEI numbers
      of returned devices (SWAP_IN) and IMEI numbers of swapped devices (SWAP_OUT)
      with the associated in and out dates. Devices that are returned from the field
      as sales returns (SR), and are not to be replaced by [*], will have only an
      incoming IMEI number (SWAP_IN) and date. (No SWAP_OUT associated with
      it)

    


    


    


    After
      the
      system has been established, [*] shall report to IXI all information as
      described in the first clause of item 9.5 and as per following
      scheme:

    


    
      
        	
                Amendment
                  No. 6 to the Cooperation Agreement between 

              	
                Page
                  3 of 
                  5

              
	
                IXI
                  Mobile (R&D) Ltd. and [*]

              	 


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              ITEM

            	
              INFORMATION
                TYPE

            	
              DESCRIPTION

            	
              FREQUENCY

            
	
              1

            	
              Inspection
                Information

            	
              In-Warranty
                DOA Failure
                =
                Provide total number of devices declared as Dead On Arrival (DOA)
                Failures. DOA FAILURE NUMBER and FAILURE CODE(S).

              In-Warranty
                Field Failure
                =
                Provide total number of devices declared as IW Field Failures. FIELD
                FAILURE NUMBER and FAILURE CODE(S)

              Out-Of-Warranty
                (OOW) Failure
                =
                Provide total number of devices declared as OOW. OOW FAILURE NUMBER
                and
                FAILURE CODE(S)

              No
                Fault Found (NFF)
                =Provide total number of devices declared as NFF. NFF
                NUMBER

            	
              [*]

              After
                inspection by technician 

            
	
              2

            	
              Product
                Replacement (SWAP)

            	
              SWAP
                Details
                =
                Provide 2 sets of data. (1) Provide the IMEI Number and Serial Number
                of
                the returned device that is to be replaced. (2) Provide the IMEI
                Number
                and Serial Number of the good working device from SWAP Stock which
                is sent
                for replacement. 

              1.
                SWAP RETURNED DEVICE 

              IMEI
                (SWAP_IN)

              DATE
                IN

               

              2.
                SWAP REPLACEMENT DEVICE IMEI (SWAP_OUT)

              DATE
                OUT

            	
              [*]

            


    

    


    


    
      	9.6	
              PROGRAM
                INITIATION:

            


    

     

    
      
        	 	
                9.6.1

              	
                [*]
                  shall scan all returned Products from the field up to date and
                  report to
                  IXI the IMEI number. If possible, IXI requests also date of return,
                  indication of Product status (IW failure, OOW failure or NFF) and
                  the
                  failure code.

              


      

      


      
        	 	
                9.6.2

              	
                [*]
                  shall return to IXI, under RMA #1111, [*] Product units from first
                  shipment (with OGO logo and no headset connector) for replacement
                  by [*]
                  devices with headset connector and “[*]“
logo.

              


      

      


      
        	 	
                9.6.3

              	
                The
                  [*] devices which were found defective during the rework process
                  done in
                  [*] shall be re-screened by IXI. All devices which are determined
                  to be
                  DOA shall be retained by IXI as part of the [*] swap Units provided
                  to
                  [*]. The remainder shall be returned to
                  [*].

              


      

    

     

    
      
        	
                Amendment
                  No. 6 to the Cooperation Agreement between 

              	
                     
                  Page 4 of 
                  5

              
	
                IXI
                  Mobile (R&D) Ltd. and [*]

              	 


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      	9.7	
              CONTACT
                INFORMATION

            


    

    


    [*]
      main
      contact information:

     

    [*]

    


    with
      copy
      to:

    


    [*]

    


    and

    


    [*]

    


    IXI
      main
      contact information:

    


    Michael
      Ayon

    Director,
      Service & Support

    275
      Shoreline Drive Suite #505

    Redwood
      City, CA 94065

    Email:
      michaela@ixi.com

    Tel:
      +1.650.551.0600 ext 241

    Fax:
      +1.650.551.0601

    mobile:
      +1.408.242.8900”

    


    


    
      	2.	
              Except
                as expressly stated otherwise herein, the Cooperation Agreement dated
                [*],
                as amended, shall remain in full force and
                effect.

            


    

    


    


    As
      agreed
      by the parties on [*]:

    


    


    
      	
              [*]

            	
               

            	
              IXI
                Mobile (R&D) Ltd.

            
	 	 	 	 
	
              By:

            	
              [*]

            	
              By:
                

            	
              /s/
                Gideon Barak

            
	 	 	 	 
	
              Name:

            	
              [*]

            	
              Name:

            	
              Gideon
                Barak 

            
	 	 	 	 
	
              Title:

            	
              [*]

            	
              Title:

            	
              Chairman

            


    

    

      
        	
                Amendment
                  No. 6 to the Cooperation Agreement between 

              	
                Page
                  5 of 
                  5

              
	
                IXI
                  Mobile (R&D) Ltd. and [*]