Exhibit 10.B.19


 


Purchase Agreement


Between
Apple and Freescale


 


This Purchase Agreement is between Apple
Computer, Inc., a California corporation, with offices at 1 Infinite Loop,
Cupertino, CA 95014 (“Apple”) and Freescale Semiconductor, Inc., a
Delaware corporation, with offices at 7700 West Parmer Lane, Austin, Texas (“Freescale”).
This Purchase Agreement is effective from August 10, 2005.


 


Purpose


 


Apple and Freescale have been discussing
the pricing and other terms and conditions related to Apple’s purchase of
Freescale MPUs. The parties intend that this Purchase Agreement govern their
relationship and all Purchase Orders for Freescale MPUs.


 


Agreement


 


Definitions


 


Capitalized terms are defined in Attachment
1.


 


Purchase and Supply


 


Freescale agrees to supply and Apple agrees
to purchase (or have Authorized Purchasers purchase) MPUs as follows:


 


WIP Purchase Commitment


Apple or its Authorized Purchasers will
purchase the WIP described in Attachment 3 in the manner described in
Attachment 3.  All WIP Purchase Orders
will be subject to the terms and conditions of this Purchase Agreement,
including the terms set forth in Attachments 2-5.


 


Future Purchase Orders


Apple and its Authorized Purchaser may
place Purchase Orders for additional MPUs during the term of this Purchase
Agreement. Such Purchase Orders will be subject to the terms and conditions of
this Purchase Agreement, except those applicable only to WIP Purchase Orders.


 


Nothing in this Purchase Agreement, in any
MPU forecast, or in any prior discussions or agreements between the parties
will give rise to an obligation to place any Purchase Orders other than the WIP
Purchase Orders.


 


Pricing


Pricing for all Purchase Orders for MPUs
ordered under this Purchase Agreement will be as set forth in Attachment 2.


 


Supply Obligation


Freescale agrees to accept and fulfill all
Purchase Orders for the MPUs until the earlier of (1) the expiration of
this Purchase Agreement or (2) with respect to a specific MPU, until the
MPU is discontinued as set forth in Attachment 4. Freescale will acknowledge
all Purchase Orders (including Blanket Purchase Orders) and confirm the
Delivery Date within 5 business days after they are placed.  Freescale will ship all MPUs ordered on or
before the Delivery Date.  If
an MPU [**], Freescale will [**] Apple and will [**] Apple’s [**] to the


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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[**] of [**]
based on [**] to the [**] for the [**] or [**]. If a delivery will be delayed by more than one day, Freescale will
promptly notify Apple, and if it will be delayed by more than two days,
Freescale will ship the delayed product on an expedited basis at Freescale’s
expense.


 


Cancellations and Flexibility


Apple and its Authorized Purchasers may
only cancel or revise Purchase Orders as set forth in Attachment 4.


 


Payments


Payment obligations under this Purchase
Agreement are set forth in Attachment 5.


 


Product Warranties


 


Freescale warrants that the MPUs will [**] and
[**] mutually agreed to by Apple and
Freescale for [**] after the date of [**], and Freescale will [**] and [**]
of any
MPUs that [**] or [**] within such warranty period.  This warranty [**] that result from [**] the MPU [**] set forth in the [**].


 


Independent Efforts and Similar
Products


 


Nothing in this Purchase Agreement will
impair Apple’s right to develop, manufacture, purchase or use products or
services competitive with those offered by Freescale.


 


Confidentiality


 


The terms, conditions and existence of the
Purchase Agreement and related negotiations and activities will be considered
confidential information of each party governed by the terms of the mutual
confidentiality agreement between them dated 5/10/05.


 


Indemnities


 


Subject to the limitations and exclusions
stated below, Freescale will defend, at Freescale’s expense, any Claim or Suit
against Apple or any of its subsidiaries and will indemnify them from any costs
and damages finally awarded (including attorney and other professional fees and
expenses) and any amounts paid in settlement in connection with such Claim or
Suit.  “Claim” means a claim that any MPU
furnished by Freescale under this Purchase Agreement infringes (or that the
sale, offer for sale, use, or importation of such MPU infringes) a patent or
copyright, or misappropriates a trade secret. “Suit” means a lawsuit based on a
Claim.


 


Required Procedures


Freescale will have [**] pursuant to this section [**]: (i) [**] in writing as soon as reasonably
practicable after [**]; and (ii) [**] will not be liable for the settlement of a
Claim made [**]. [**]
may not
enter into any settlement that imposes any obligation on [**] or publicize or permit any third party to
publicize any settlement of a Claim without [**] prior written consent.  Nothing in this Purchase Agreement will
obligate Freescale to knowingly infringe any valid patent or other intellectual
property of a third party.  If Freescale
has reason to believe that any MPU or portion thereof infringes such an
intellectual property right, it will promptly notify Apple and [**] will [**] or [**].  Freescale may [**] such MPUs [**] for [**]
and [**] the [**]
and [**].  If a Claim is asserted
prior to completion of delivery of the MPU, Freescale will notify Apple in
writing and [**], and [**]: (i) obtain for Apple the right to
use and sell the MPUs; (ii) [**]; or, if neither of the
above [**], (iii) [**] of the products and [**] the purchase price paid[**].  [**] will [**] product until [**] has [**]
for [**].


 


Exclusions


Freescale will have no obligation to defend
or indemnify Apple if: (i) Apple or any third party altered the MPUs after
delivery and the alleged infringement would not have occurred but for such
alteration; or (ii) such Claim is based on [**] the MPUs [**] and the MPU would not have infringed but
for such [**].


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Injunctions


If there is a credible threat that any MPU
will be enjoined as a result of a Suit, Freescale will notify Apple in writing
and if Apple requests, and at no expense to Apple: (i) obtain for Apple
the right to use and sell the MPUs; (ii) substitute an equivalent
product(s) reasonably acceptable to Apple and extend this indemnity to that
product(s); or, if neither of the above is possible, (iii) accept the
return of the MPUs and refund the purchase price paid for the MPUs.


 


Limitations on Payable Damages


Freescale [**] of [**]
of (1) [**] and (2) [**] for the infringing products, provided,
however, that [**] will be [**] the[**]
will be
[**]


 


[**]


 


Term and Termination


 


This Purchase Agreement and the obligations
of the parties will continue in effect until terminated as set forth in this
section.


 


A party may terminate this Purchase Agreement
by providing the other party written notice on or after December 31, 2007
that it intends to terminate one year after the date of such written notice.
Under no circumstances will this Purchase Agreement terminate before December 31,
2008. Freescale will accept and fulfill all Purchase Orders placed by Apple and
its Authorized Purchasers during the one-year notice period, provided that
Apple is not in default under this Purchase Agreement.


 


The following terms shall survive
termination of this Purchase Agreement: 
Confidentiality, Independent Efforts and Similar Products, Warranties,
Indemnities, Disputes, and Miscellaneous.


 


Miscellaneous


 


Disputes


If
there is a dispute between the parties, the parties agree to escalate the
matter for discussion and resolution by designated members of their senior
management teams.  If they are unable to
resolve the matter within a reasonable period of time, not to exceed 60 days,
then the parties may seek to resolve the dispute through a full day,
non-binding mediation conducted in Santa Clara County or San Francisco County,
California.  Each party must bear its own
expenses in connection with the mediation and share equally the fees and
expenses of the mediator.  If the parties
are unable to resolve the dispute during the mediation, then either party may
commence litigation in the state or federal courts.  Either party may seek equitable relief in
order to protect its confidential information or intellectual property at any
time (without first attempting to resolve the dispute as described above).


 


Governing Law


This
Purchase Agreement and the rights and obligations of the parties will be
governed by and construed and enforced in accordance with the laws of the State
of California as applied to agreements entered into and to be performed
entirely within California between California residents, without regard to
conflict of law principles.


 


Limitation
of Liability & Disclaimer of Certain Damages


EXCEPT FOR
PERSONAL INJURY, AND EXCEPT FOR THE LIMITED LIABILITIES OTHERWISE PROVIDED IN
THE PRODUCT WARRANTIES AND INDEMNITIES, EACH PARTY’S TOTAL LIABILITY, WHETHER
FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE, IS LIMITED TO THE REVENUE RECEIVED BY FREESCALE FOR PRODUCTS SOLD
HEREUNDER.  IN NO EVENT WILL EITHER PARTY
BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
BASED ON ANY BREACH OR DEFAULT OF THE OTHER PARTY TO THE FULL EXTENT SUCH MAY BE
DISCLAIMED BY LAW.


 


Notices


Notices under this Purchase Agreement must
be in writing and will be deemed given when actually received if delivered by
courier with written proof of delivery, or 10 days after being sent by first
class mail, return receipt requested, to the other party at the address below:


 


For notices to Apple:


To the address set forth on page 1:  Attention: 
General Counsel


 


For notices to Freescale:


To the address set forth on page 1:  Attention: 
General Counsel


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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A party may change its address by giving
the other written notice as described above.


 


Severability


If a court of competent jurisdiction holds
that any provision of this Purchase Agreement is invalid or unenforceable, the
remaining provisions will remain in full force and effect, and the parties will
replace the invalid or unenforceable provision with a valid and enforceable
provision that achieves the original intent and economic effect of the Purchase
Agreement.


 


Waiver and Construction


Failure to enforce any provision of this
Purchase Agreement will not be deemed a waiver of future enforcement of that or
any other provision. Section headings are for convenience only and are not
to be considered in construing or interpreting this Purchase Agreement.
References to “Pages,” “Sections,” and “Attachments” are references to pages and
sections of and attachments to this Purchase Agreement. The word “herein” and
words of similar meaning refer to this Purchase Agreement in its entirety and
not to any particular Section or provision. The word “party” means a party
to this Purchase Agreement and the phrase “third party” means any person,
partnership, corporation, or other entity not a party to this Purchase
Agreement. The words “agrees to”, “will” and “shall” are used in a mandatory,
not a permissive, sense, and the word “including” is intended to be exemplary,
not exhaustive, and will be deemed followed by “without limitation.”


 


Entire Agreement


This Purchase Agreement, including any
Attachments and any other documents referenced herein, all of which are
incorporated herein by reference, constitute the entire understanding and
agreement of the parties, whether written or oral, with respect to the subject
matter of this Purchase Agreement and supersede all prior and contemporaneous
agreements or understandings between the parties with respect such subject
matter with the express exception of the parties’ previously executed
nondisclosure agreements.  Any different
or additional terms and conditions in a Purchase Order (other than the quantity
and ship to location), purchase order acknowledgment, on a web site, or otherwise,
will be of no force or effect and will not become part of this Purchase
Agreement unless accepted in a written amendment signed by both parties.


 


Amendments


This Purchase Agreement may not be amended
or modified except by a written amendment signed by authorized signatories of
both parties. To the extent any terms and conditions of the Purchase Agreement
conflict with the terms and conditions of any invoice, Purchase Order or
purchase order acknowledgment, the terms and conditions in the Purchase
Agreement will control.


 


Counterparts


This Purchase Agreement may be executed in
one or more counterparts, each of which will be deemed an original, but which
collectively will constitute one and the same instrument.


 


Acknowledged and agreed
by their duly authorized representatives:


 


	
  Apple
  Computer, Inc.

  	
   

  	
  Freescale
  Semiconductor, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Sabih Khan

  	
   

  	
  By:

  	
  /s/
  David Perkins

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  VP
  Operations

  	
   

  	
  Title:

  	
  SVP
  & GM, NCSG

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  August
  22, 2005

  	
   

  	
  Date:

  	
  August
  22, 2005

  	
   

  
										



 


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Attachment 1


Definitions


 


Whenever capitalized in this Purchase
Agreement:


 


“Apple”
means Apple Computer, Inc., a California Corporation, with offices at 1
Infinite Loop, Cupertino, CA  95014.


 


“Authorized Purchaser” means Apple, any of its
wholly-owned subsidiaries, and any of its contract manufacturers, original
equipment manufacturers or other third parties authorized by Apple to purchase
MPUs for use in Apple-branded products or subassemblies for Apple-branded
products.


 


“Blanket Purchase Order” means a blanket order
for MPUs to be delivered within the period specified on the blanket order.  Apple and its Authorized Purchasers will
place individual Purchase Orders under the Blanket Purchase Order and units will
be shipped against those individual Purchase Orders.  The individual Purchase Orders must be for
equivalent amounts and types of MPUs and must be for identical Delivery Dates
as the corresponding Blanket Purchase Order. 
The individual Purchase Orders must be placed no later than 4 weeks
after the Blanket Purchase Order and if they aren’t, Freescale will notify
Apple in writing and Apple will remedy the situation within 5 business
days.  Freescale’s failure to so notify
Apple will not be a breach of this Agreement. No units will ship against and
Apple will have no liability for cancellation or other charges under a Blanket
Purchase Order.  Apple or the Authorized
Purchaser (as the case may be) will have liability for cancellation or other
charges under the individual Purchase Orders as set forth in Attachment 4.


 


“Delivery Date” for
a particular Purchase Order has the meaning set forth in Attachment 4.


 


 “Freescale” means Freescale Semiconductor, Inc., a
Delaware corporation, with offices at 7700 West Parmer Lane, Austin, Texas.


 


“MPUs” means those Freescale
microprocessors code-named [**]
and [**] and listed in Attachment 2, whose
specifications and part numbers are specific to Apple, and any other
microprocessors the parties may mutually agree to add to this Purchase Agreement
after the effective date.


 


“Purchase Agreement” means this Purchase
Agreement between Apple and Freescale, including any attachments, schedules or
other documents referenced herein.


 


“Purchase Order” means written orders for
MPUs placed by Apple or an Authorized Purchaser.


 


“WIP” means the MPU units
specifically described in Attachment 3.


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Attachment 2


Pricing


 


Pricing


 


The purchase price for [**] and [**]
MPUs
ordered by Apple and its Authorized Purchasers will be as set forth below:


 


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[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Attachment 3


 


WIP


 


Existing WIP Purchase Orders


 


Prior to the execution of this Purchase
Agreement, Apple and its Authorized Purchasers placed Purchase Orders (“WIP
Purchase Orders”) for a total of [**] WIP MPUs.  As of [**], Freescale had shipped [**] of these units.  [**]
Apple
or its Authorized Purchaser will place replacement Purchase Orders for [**] units, less units already shipped as of the
Effective Date within five business days after the Effective Date and will take
delivery of the all MPUs under WIP Purchase Orders [**].


 


Additional WIP Purchase Orders


 


Contemporaneously with the execution of
this Purchase Agreement, Apple or its Authorized Purchasers will place Purchase
Orders (“Additional WIP Purchase Orders”) for a total of [**] MPUs, described in more detail below, at
the prices set forth in Attachment 2.


 


Apple will take delivery of all MPUs under
the Additional WIP Purchase Orders [**].


 


[**]


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Attachment 4


Purchase Orders


 


In addition to the other terms in this
Purchase Agreement, the following terms apply to all Purchase Orders (including
the WIP and Additional WIP Purchase Orders):


 


Maximum Order Amounts


 


Except for the WIP Purchase Orders,
Freescale will have no obligation to accept any Blanket Purchase Order that
orders more [**] MPU units (any combination of
MPUs) for delivery in a given week.


 


Delivery Date


 


The Delivery Date for Additional WIP
Purchase Orders will be the date set forth on the Purchase Order, [**], whichever is earlier. The Delivery Date
for all other WIP Purchase Orders will be the date set forth on the Purchase
Order or [**], whichever is earlier.


 


The Delivery Date for all other Purchase
Orders will [**] from the date of Freescale’s
acknowledgment of the Purchase Order for the first [**]. Each additional [**] units will extend the delivery date by 1
additional week.


 


After [**], the Delivery Date for each Purchase Order
placed under that Blanket Purchase Order will be [**] if and only if Apple [**] as described in the section entitled [**].


 


Freescale will use [**] all [**]
MPU
units required for [**] and [**] and deliver such units by [**].


 


LOAs for [**]


 


After [**], Apple will provide a letter of
authorization (“LOA”) authorizing Freescale to [**] in accordance with [**] and [**]. If Apple terminates the
LOA or does not place Purchase Orders (or have its Authorized Purchasers place
Purchase Orders) for [**]
authorized
by the LOA within [**] after the date of the LOA,
Apple will [**] for [**] the LOA [**], unless: (i) Freescale did not [**]; (ii) Freescale [**]; (iii) the [**] do not meet all applicable specifications;
or (v) Freescale can [**],[**] to [**]
for [**],[**]
or, if
not [**],[**]
or [**].


 


EOL


 


If Apple’s Blanket Purchase Orders request
delivery of less [**] units of an MPU after Apple has
requested delivery of less than [**]
units
of an MPU for three weeks, then Freescale may issue an “end of life” notice (“EOL”)
for that MPU.  If Freescale intends to
discontinue an MPU, Freescale will give Apple written notice at least 6 months
prior to the discontinuation date.  At
any time prior to the discontinuation date, Apple and its Authorized Purchasers
may place Purchase Orders for the MPU but the Purchase Orders may not request
delivery of the MPU on a date later than 6 months after the discontinuation
date.


 


Rescheduling


 


Reschedules are [**] without [**].  If
rescheduled, only the Delivery Date will change, and all other terms and
conditions applicable to the Purchase Order will remain in effect.


 


Remix


 


Remixes will [**]. If remixed, [**], and all other terms and conditions
applicable to the Purchase Order will remain in effect.


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Returns


 


Returns of [**] MPUs [**].  [**]
MPUs may be returned as set forth in the Warranty section of
this Purchase Agreement.


 


Cancellations


 


Apple and its Authorized Purchasers may
cancel Purchase Orders [**]:


 


(i) the MPUs ordered have not been
delivered [**] after the Delivery Date; or


 


(ii) Apple provides written notice of
cancellation in the form attached as Attachment 6, no later than [**] before the Delivery Date of the MPUs
ordered. Each [**], Freescale will provide Apple a report
showing the expected distribution of MPUs that are at probe so that Apple can
make an informed decision regarding cancellations.


 


If Apple or an Authorized Purchaser cancels
a Purchase Order pursuant to subsection (ii), above, it will [**]. Cancellations pursuant to subsection (i),
above, will be [**].


 


If Apple or an Authorized Purchaser
wrongfully rejects delivery, revokes acceptance of, or fails to pay for MPUs
delivered in accordance with this Purchase Agreement, [**].


 


Neither Apple nor the Authorized Purchaser
will be liable for [**] not expressly set forth in this
Section.


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


9





















 


Attachment 5


Payments


 


Payment Terms


 


Payments for [**] will be due [**] after (i) delivery, or (ii) the
invoice date, whichever is later. Payment for all other MPUs delivered pursuant
to this Purchase Agreement will be due [**]
after, (i) delivery,
or (ii) the invoice date, whichever is later. 


 


[**] WIP and Additional WIP Purchase Orders


 


Within [**] of the execution of this Purchase
Agreement, [**] will deliver [**] to [**]
the WIP
Purchase Orders and Additional WIP Purchase Orders described in Attachment 3
(the [**]. 
The
[**] must be [**] with [**].  The [**] will be [**].


 


The [**]
will
provide for [**] to [**] within [**] from [**] of a [**] the [**]
to [**] with [**] be described in the [**].  [**] will deliver copies of its [**] and [**]
to [**] before or at the same time it presents its
demand to the [**].  [**] will be entitled to [**] only for [**] for [**]
that
remain [**] after such payment was
due.  The [**] will not exceed the [**] of such [**].  [**] will pay [**] associated with the [**].


 


[**] Future Purchase Orders


 


Within [**] of Freescale’s receipt of any other
Purchase Order (other than a WIP Purchase Order or Additional WIP Purchase
Order),  [**] will deliver [**] to [**]
Purchase
Order [**]”). 
The [**] must be [**] with a [**] with [**].  [**] will ensure that [**] of the [**] remains at least [**] to [**]
of all [**] (including [**] for MPUs (other than the WIP and Additional
WIP Purchase Orders), and even if [**],[**] will have [**] to  [**]  that [**] is at least equal to [**] of [**].  The [**]
will be
valid for at least [**] after the last Delivery Date on
any Purchase Order.


 


The [**]
will provide
for payment to Freescale within [**]
from [**] to the [**] of a [**] the [**]
with [**] to be described in the [**].  [**] will deliver copies of its [**] and [**]
to [**] before or at the same time it presents its [**] to [**].  Freescale will be entitled to [**] for [**]
(other
than WIP) delivered in accordance with a Purchase Order or canceled in
accordance with Attachment 4 that remain [**] after [**]. 
The [**] will not exceed [**] of [**].  [**]
will
pay [**] and [**] associated with [**].


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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Attachment 6


Cancellation
Notice


 


Date


 


William Dunnigan


Freescale Semiconductor, Inc.


7700 W. Parmer Lane


Austin, TX 78729


 


Director of Finance, Networking and
Computing Systems Group


Freescale Semiconductor, Inc.


7700 W. Parmer Lane


Austin, TX 78729


 


Dear Sir;


 


Apple confirms that they are canceling the
following devices:


 


	
  PO #

  	
   

  	
  Device

  	
   

  	
  Quantity

  	
   

  	
  Price

  	
   

  	
  Cancellation

  Credit

  	
   

  	
  Extended

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total Amount

  	
   

  	
   

  	
   

  



 


[**]


 










[**]  Certain
information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.


 


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