EXHIBIT 10.21
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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY
FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST.
OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE
COMMISSION.
DEVELOPMENT AGREEMENT
BETWEEN
ENIKIA LLC
AND
LEVITON MANUFACTURING CO. INC.
This Agreement, by and between ENIKIA LLC, a Delaware limited
liability company
("Enikia"), with a place of business at 948 US Highway 22, North
Plainfield, NJ
07062, and LEVITON MANUFACTURING CO., INC. ("Leviton"), a Delaware
corporation
with a place of business at 59-25 Little Neck Parkway, Little Neck,
NY
11362-2591, shall have an effective date of (Effective Date).
WHEREAS, Enikia has experience in the design and manufacture of
power line
carrier chip sets and power line carrier applications in commercial
sites; and
WHEREAS, Leviton has experience in the design, manufacture,
marketing and
selling of devices and systems, which interface to the power line,
for the
purpose of data, voice, video transmission and automation; and
WHEREAS, the Parties believe that there are business development
opportunities
for power line carrier devices and systems, for retrofitting of
Residential,
MDU/MTU and Light Commercial sites, with products incorporating
technology and
products from both Enikia and Leviton; and
WHEREAS, the Parties desire to work together to develop such
products.
THEREFORE, the Parties hereby enter into this Agreement.
1.
DEFINITIONS
1.1
"Party/Parties" shall
mean Enikia and/or Leviton.
1.2
*
1.3
"NDA" shall mean the
Non-Disclosure Agreement dated 8 November 2002
between Enikia and
Leviton.
1.4
"Enikia Product(s)"
shall mean semiconductor chips, chip sets(s) and
designs, including related firmware and software, for incorporation
in
electrical and/or, electronic devices and/or PLC Products developed
by
Enikia apart from those developed under this Agreement.
1.5
*
1
<PAGE>
1.6
"Project" shall mean
the effort to be undertaken by the Parties hereto
pursuant to this Agreement for the development and incorporation
of
Enikia Special Products into Joint PLC Products as described in
SCHEDULE A.
2
DEVELOPMENT PLANS, RESPONSIBILITIES. PROJECT MANAGEMENT
2.1
*
2.2
*
2.3
*
2.4
It is the intention of
the Parties to expand the number of Projects
being pursued in the future as opportunities are identified by
either
Party.
2.5
Enikia and Leviton
shall cooperate with one another on Projects to
determine the responsibilities and cost allocations of each
Party.
2.6
*
3 PATENTS
AND INVENTIONS
3.1
Each of the Parties
hereby represents to the other that it has, or
will have, prior to commencement of the Project, valid and
sufficient
arrangements and agreements with its respective employees
and/or
nonemployee consultants, such that the ownership of any and all
inventions pertaining to any Joint PLC Products made by an
employee
and/or consultant vests in the Party hereto employing said
employee
and/or consultant, subject to the provisions of the applicable
law
governing ownership of such inventions.
3.2
Each of the Parties
agrees to reasonably enforce its respective
intellectual property rights against infringement of same by
third
parties with regard to inventions, copyrightable material, or
proprietary information for products covered under the scope of
this
Agreement.
3.3 All inventions, copyrightable
material, and proprietary information
made or developed jointly by employees of Enikia and Leviton in
performance under this Agreement, including, without limitation
the
Joint PLC Products, shall be jointly owned by Enikia and Leviton;
each
Party has the right to exploit and grant licenses in respect to
such
inventions, copyrightable material or proprietary information and
any
patents and copyrights arising there from, with the written consent
of
the other Party. In the event of a joint invention, the Parties
shall
mutually agree which Party shall have the responsibility for
preparing
and filing any patent application(s) on the invention in the
United
States and foreign countries; and the Parties agree that each
will
bear one-half of the actual out-of-pocket expenses associated
with
obtaining and maintaining such patents. In the event one Party
(a
"non-el
