Seventh Amended and Restated Semiconductor Custom Manufacturing Attachment No. 1



 Exhibit 10.2 
 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
 Seventh Amended and Restated 
 Semiconductor Custom Manufacturing Attachment No. 1 
 Custom Sales Agreement No. 000569 
 When signed by the parties where provided below, this Attachment shall be incorporated into Custom Sales Agreement No. 000569 as Seventh Amended and Restated
Semiconductor Custom Manufacturing Attachment No. 1 and shall be effective as of the date identified below by the second party to sign this Attachment (the “Effective Date”); however, if Customer fails to identify a date of signing,
then the Effective Date shall be the date of signing identified by IBM. This Seventh Amended and Restated Semiconductor Custom Manufacturing Attachment No. 1 shall replace Sixth Amended and Restated Semiconductor Custom Manufacturing Attachment
No. 1 in its entirety as of the Effective Date. 
 Attachments are governed by the terms and conditions of the Base Agreement. 
 Statement of Work 
 Unique Terms
and Conditions 
 The following terms and conditions are applicable to this Attachment only. Referring to the Base Agreement: 

(a) Modify the following terms and conditions: 
 Delete Section 4.1 in its entirety and replace it with the following: 
 4.1 [***]. Products will
be: (1) integrated or incorporated into systems sold by Customer unless otherwise specified by IBM in writing; or (2) distributed in incidental additional quantities for use as service or upgrade parts in systems Customer has sold.

 Delete Section 5.3 in its entirety. 
 Delete Section 8.1 in its entirety and replace it with the following: 
 8.1 IBM warrants that each unit
of Product will be free from defects in material and workmanship for [***] after delivery. For purposes of this provision only, delivery to Customer of each unit of Product is deemed to occur five (5) calendar days after shipment from
IBM. This warranty does not include repair of damage resulting from failure to provide a suitable installation environment, any use for other than the intended purpose, accident, disaster, neglect, misuse, transportation, alterations, or non-IBM
repairs or activities. Customer acknowledges that the functionality of Products is contingent on Customer’s designs and, therefore, such warranty does not apply to the functionality of Products fabricated under this Agreement. IBM warrants
Services will be performed using reasonable care and skill. 
 Delete Section 8.4 in its entirety and replace with the following:

 8.4 If IBM determines such Products do not meet the warranty, IBM will, at its option, repair or replace the Products or issue a credit in
accordance with the purchase price. Every returned Product that IBM replaces, or for which IBM issues a credit, will become IBM’s property and will be destroyed. This warranty is void if Product labels or markings have been removed or altered.

  


					
	Custom Sales Agreement No. 000569	 		 	
	Microtune, Inc.	 		 	
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 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  

 Delete Section 13.2 in its entirety and replace it with the following: 
 13.2 If IBM terminates this Agreement or an Attachment pursuant to Section 13.1, IBM shall be entitled to treat any or all applicable outstanding
purchase orders as if cancelled by Customer and Customer shall pay (i) the quoted price applicable for any affected Products and/or Services delivered or ready for shipment, and (ii) the cancellation charges set forth in the applicable
Attachment or Attachments. Monies owing IBM shall become immediately due and payable. 
  

	 	1.0	Scope of Work 

 1.1 IBM will manufacture photomasks
and Products in accordance with Part A of this Attachment. 
 1.2 Customer will provide IBM with the Customer’s Items and cooperate with
IBM to enable IBM to perform foundry services in accordance with this Agreement. 
  

	 	2.0	Term 

 The term of this Attachment expires on
December 31, 2009. 
  

	 	3.0	Change Control 

 3.1 Customer may, at any time and
from time to time, by written notice to IBM, request changes to the part numbers, specifications, or work scope. IBM will submit a written report to Customer setting forth the probable effect, if any, of such requested change on prices, payment or
delivery. IBM shall not proceed with any change until authorized in writing by Customer. The parties shall promptly amend this Attachment to incorporate any agreed changes. 
 3.2 IBM may implement engineering changes required to satisfy governmental standards, protect Product or system integrity, or for environmental, health or
safety reasons (“Mandatory Engineering Changes”). If requested by IBM, Customer will use reasonable efforts to incorporate such changes in Products already shipped by IBM. Except for Mandatory Engineering Changes, IBM shall give Customer
prior notice of engineering changes affecting form, fit or function of a Product, provided that Customer has and maintains access to the tool used by IBM to notify customers of engineering changes electronically and provided that Customer has
purchased such Product within the two-year period preceding the engineering change. 
  

	 	4.0	Forecasts and Orders 

 4.1 Customer shall provide
IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment,
Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM
within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to
purchase, the quantities of Product set forth in such forecasts. 
 4.2 Customer will request delivery of Products by issuing written purchase
orders to IBM. IBM will notify Customer of its acceptance or rejection of a purchase order within seven (7) days of receipt of the purchase order. Notwithstanding the foregoing, IBM’s failure to respond within such seven (7) day
period will not 
  


					
	Custom Sales Agreement No. 000569	 		 	
	Microtune, Inc.	 		 	
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	[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC.










 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  

 
constitute a breach of the Agreement. At a minimum, purchase orders submitted by Customer must comply with the terms and conditions of the Agreement and this
Attachment, be consistent with the most recently accepted forecast and fall within the most recent Customer credit limit as granted by IBM. 
 Customer will request delivery of Products by issuing written purchase orders to IBM. Purchase orders will specify only the following information: 
 a) Customer’s purchase order number; 
 b) Customer’s tax status—exempt or non-exempt; 
 c) ship to location—complete
address; 
 d) bill to location—complete address; 
 e) order from location—complete address; 
 f) shipping instructions, including preferred carrier and carrier account number; 
 g) the agreement number of this Agreement; 
 h) name of Customer contact; 
 i) Product part numbers, the quantity of wafers being
ordered, 
 (in increments of the Minimum Order Quantity (“MOQ”)); 
 j) the Product’s applicable unit price; and 
 k) requested shipment dates. 
  

	 	5.0	Cancellation Charges and Rescheduling 

 In
accordance with Section 5.0 of the Base Agreement, the following sets forth Customer’s rescheduling rights and the cancellation charges that will apply to any changed or cancelled Customer order or portion thereof. The “cancellation
charge” referred to below is the percentage to be applied to the applicable prices stated in Section 4.0 of Part A of this Attachment. 
 5.1 Rescheduling 
 a) Customer may reschedule a Shipment Date [***]. 
 b) If Customer cancels an order or reduces an order or exceeds the foregoing Product shipment rescheduling rights in this Section,
Customer agrees to pay the Product cancellation charges as described below. 
 5.2 Canceled or Changed Purchase Orders 
 The following charges will apply for any cancelled Customer order for Product or any portion thereof. 
  

			
	 Notice of purchase order cancellation or change received by IBM:
	 	 Wafer Cancellation Charge*
 (percentage to be applied to the prices set forth in the applicable accepted
purchase order for the changed portion or cancelled
order).

	 Anytime after start of metallization
	 	[***]
	 Anytime after wafer start and before metallization
	 	[***]
	 After purchase order acknowledgment and prior to wafer start
	 	[***]

  

	*	Customer shall have no liability for purchase orders cancelled outside of the Purchase Order Lead Time, regardless of whether IBM has started the manufacture of wafers.


  


					
	Custom Sales Agreement No. 000569	 		 	
	Microtune, Inc.	 		 	
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 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  


	 	6.0	IBM Ordering Location: 

  

					
	 Ordering Location:
	 	Ship To:	 	Bill To:
			
	 IBM Microelectronics
	 	Microtune, Inc.	 	Microtune, Inc.
	 1000 River Street
	 	2201 10th Street	 	2201 10th Street
	 Essex Junction, VT 05452
	 	Plano, Texas 75074	 	Plano, Texas 75074

  

	 	7.0	Coordinators 

 Technical Coordinators: 

 

							
	 Customer:
	  	Eddie Basso	  	IBM:	  	Terry Lovelette
	 Phone:
	  	972-673-1727	  	Phone:	  	802-769-2266
	 Fax:
	  	972-673-1602	  	Fax:	  	802-769-6403
	 Email:
	  	Eddie.Basso@microtune.com	  	Email:	  	tlovelet@us.ibm.com
	
	Contract Coordinators:
				
	 Customer:
	  	Eddie Basso	  	IBM:	  	WW Contracts & Business Practices
	 Address:
	  	2201 10th Street	  		  	IBM Microelectronics
		  	Plano, TX 75074	  		  	1000 River Street, 967Q
	 Phone:
	  	972-673-1727	  		  	Essex Jct., VT 05452
	 Fax:
	  	972-673-1602	  	Fax:	  	802-769-3988
	 Email:
	  	Eddie.Basso@microtune.com	  		  	

  

	 	8.0	Notices 

 Pursuant to Section 15 of the Base
Agreement, any notices hereunder shall be given to the Contract Coordinators stated above. 
 Accepted and Agreed To: 
  

									
	Microtune, Inc.	 		 	International Business Machines Corporation
					
	By:	 	 /s/ Albert H. Taddiken
	 		 	By:	 	 /s/ Gary D. Russell

		 	Authorized Signature	 		 		 	Authorized Signature
	Name:	 	Albert H. Taddiken	 		 	Name:	 	Gary D. Russell
		 	Please print or type name	 		 	Title:	 	Executive Manager, WW Contracts
& Business Practices, IBM MD
	Title:	 	Chief Operating Officer	 		 		 	
		 	Please print or type title	 		 		 	
					
	Date: 	 	January 27, 2009	 		 	Date:	 	January 28, 2009
		 	Write Month out in full	 		 		 	Write Month out in full

  


					
	Custom Sales Agreement No. 000569	 		 	
	Microtune, Inc.	 		 	
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	[***] CONFIDENTIAL TREATMENT REQUESTED BY MICROTUNE, INC.










 CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. 
  

 Part A 
 To 
 Seventh Amended and Restated Semiconductor Custom Manufacturing Attachment No. 1

  

	1.0	PRODUCT NAME AND DESCRIPTION: 

 [***] 
  

	2.0	CUSTOMER’S ITEMS: 

 [***] 
  

	3.0	CUSTOMER’S REQUIREMENTS: 

 [***] 
  

	4.0	PRICING: 

 [***] 
 4.1 Wafer Price 
 [***] 
  

	5.0	NRE (Non-Recurring Engineering Charges): 

 [***] 

 

	6.0	ESTIMATED DELIVERY SCHEDULE 

 [***] 
  


					
	Custom Sales Agreement No. 000569	 		 	
	Microtune, Inc.	 		 	
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