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<PAGE>
EXHIBIT 10.99
Date of Agreement: March 27, 2006
PMC Sierra Corporation
Mission Tower One
3975 Freedom Circle, #300
Santa Clara, CA 95054
Re: Development Agreement
("Agreement")
The purpose of this Agreement is
to set forth certain binding agreements
with respect to a development project wherein Peerless Systems Corporation
("Peerless") will assist PMC-Sierra Corporation
("PMC-Sierra") in developing
"Bluestone", a certain Application Specific Standard Product
("ASSP") device
(the "Development"). Terms used in this Agreement which are
capitalized are
defined where first used or as set forth in Annex A this Agreement.
1. The Development.
1.1. PMC-Sierra hereby retains Peerless for the
Development, and
Peerless hereby accepts
retention for the Development, in
accordance with the terms
and conditions of this Agreement.
1.2. PMC-Sierra and Peerless will agree to the
product specifications,
statements of work,
deliverables, schedules, acceptance criteria
and other details of the
Development in one or more addendums to
this Agreement (each a
"Project Addendum").
1.3. PMC-Sierra and Peerless will enter into one
or more license
agreements for software and
hardware to be used in the Development
and/or to be included in or
with the ASSP upon commercial sale of
the ASSP.
2. Engineering Services for the
Development
2.1. Peerless has applied (beginning in January
2006) and will continue
to apply technical
personnel to the Development, with the make-up
of personnel being a mix of
Hardware and Software Architects, ASIC
Engineers,
Software/Firmware Engineers, Hardware Engineers, and a
Peerless Project Manager,
as dictated by the needs of the
Development at a particular
time.
1
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
<PAGE>
2.2. Overall coordination of the Development
shall be performed by a
PMC-Sierra program manager.
This program manager will be
responsible for determining
and providing staffing requirements
for the Development to
Peerless, and Peerless will use its best
efforts to meet the
staffing requirements. Peerless shall not be
required to provide more
than *** personnel at any time without
Peerless' further consent.
The PMC-Sierra program manager will
provide a rolling six-week
staffing forecast to allow Peerless
time to plan for project staffing
increases and reductions. If, at
any time, in the judgment
of the PMC-Sierra program manager that a
Peerless employee or
contractor is not performing to expected
levels, the program manager
will have the right to elevate the
employee performance issue
to a Peerless Vice President with the
expectation of immediate
corrective action to address the issue.
3. Consideration for the Development
3.1. PMC-Sierra will pay Peerless *** per hour
for each hour of time
expended by Peerless
personnel in connection with the Development,
up to a maximum charge of
40 hours per week per employee or
contractor.
3.2. Peerless will invoice PMC-Sierra on a
monthly basis. Invoices must
be paid not later than
thirty (30) days after the date of the
invoice. Peerless may
suspend work if payments are not made when
due.
3.3. All payments made by PMC-Sierra to Peerless
for work performed on
the Development, shall be
non-refundable upon payment except as
expressly provided herein.
4. Licensing and Royalty Rates
4.1. No licenses are granted by Peerless to PMC-Sierra
or by PMC-Sierra
to Peerless in this
Agreement. All licenses must be negotiated as
addendums to this
agreement.
4.2. The parties shall negotiate one or more
separate license
agreements whereby Peerless
will grant PMC-Sierra a license to
use, modify and reproduce
Peerless Hardware Intellectual Property
specified in Annex B and to
combine the specified Peerless
Hardware Intellectual
Property with PMC-Sierra materials as
necessary or appropriate to
complete the Development and to
manufacture, support and
maintain the Bluestone ASSP product. The
license agreements shall
provide that the Bluestone ASSP product
shall not be transferred, sold, offered
for sale, or distributed
without the inclusion and
appropriate licensing of the Peerless
PDS product. PMC-Sierra
will pay Peerless a Recurring License Fee
(royalty) on each Bluestone
ASSP product sold that contains a
Peerless proprietary
hardware product and is inclusive of Peerless
PDS ( the total of which
shall be referred to as the "Bundled
Product"). PMC-Sierra
and Peerless will collaborate to create a
single Bundled Product
pricing schedule. PMC-Sierra will be
responsible for selling the
Bundled Product in the market. The
purchase order, shipment
and revenue flow will be through
PMC-Sierra with PDS royalties paid
back to Peerless on a monthly
basis. *** The Recurring
License
2
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
<PAGE>
Fee of the Bundled Product
shall be determined by Peerless in
consultation with
PMC-Sierra ***. There will be no license fees
charged to PMC-Sierra for
the use of Peerless Hardware
Intellectual Property in
the development, support, and maintenance
of the Bluestone ASSP
product.
4.3. In furtherance of Section 4.2, Peerless will
make the following
Peerless proprietary
products available to PMC-Sierra for internal
use in the Development and
to manufacture, sell, support and
maintain the Bluestone
Product under a separate license agreement
to be negotiated by the
parties:
- Build environments
- Software tools
- PeerlessPage imaging environment
- PeerlessPrint7 (PCL-XL emulation)
language
interpreter
- Peerless' implementation of ***
- Peerless connectivity solutions for
networking
- PeerlessPage Drawing Services
4.4. In furtherance of Section 4.2, PMC-Sierra
will make PMC-Sierra
proprietary products
available to Peerless for internal use only
in the Development under a
separate agreement to be determined by
the parties. These
proprietary products will be specified as
necessary during the Development.
Peerless will have no right to
sublicense PMC-Sierra
Intellectual Property or proprietary
products.
4.5. The parties shall also negotiate a royalty
bearing agreement for
PMC-Sierra to distribute to
its customers the Peerless software
designated in Section 9.
4.6. Peerless shall not charge PMC-Sierra any fee
or royalty for using
the Peerless Intellectual
Property referred to in Section 4.3 for
the development, support
and maintenance of the Bluestone ASSP
product.
4.7. PMC-Sierra will have no right to modify or
create Derivative Works
from Peerless Intellectual
Property elements other than those
elements identified in Annex B. Modifications
may be made to Annex
B by mutual consent of both
parties.
4.8. In the event that PMC-Sierra utilizes
Peerless Hardware
Intellectual Property in
future products then the parties agree
that such future products
will be marketed and sold by PMC-Sierra
using the Bundled Product
business model specified in section 4.2.
Otherwise, the parties
mutually agree to negotiate a royalty fee
for the use of the Hardware
Intellectual Property in those future
products.
4.9. During the Term, PMC Sierra shall not
directly or indirectly
develop or commercialize a
product with competing functionality to
the functionality as
Peerless Intellectual Property.
5. Ownership and Restrictions of
Intellectual Property Rights
3
Confidential treatment has been requested for portions of this document. This
copy of the document filed as an Exhibit omits the confidential information
subject to the confidentiality request. Omissions are designated by three
asterisks (***). A complete version of this document has been filed separately
with the Securities and Exchange Commission
<PAGE>
5.1. Nothing in this Agreement transfers
ownership of any pre-existing
Intellectual Property from
one party to the other.
5.1.1. The intent of this
clause is to preserve original ownership
rights to a body of
Intellectual Property in the event that
modifications or
improvements are made to such Intellectual
Property. It is also
the intent of this clause to allow
PMC-Sierra the rights to create new products
using Peerless
native Intellectual
Property in such a way as to keep the
Peerless native
Intellectual Property intact. With respect
to any Intellectual
Property to which rights to make
improvements,
modifications, or revisions have been
granted, any
improvements, modifications, or revisions of
any pre-existing
Intellectual Property, or any other form
in which such
pre-existing may be recast, transformed, or
adapted, (each a
"Derivative Work") shall be the sole
property of the
owner of the pre-existing Intellectual
Property. If the party making the
Derivative Work can by
law or otherwise
retain any rights to such Derivative Work,
such party agrees to
assign (and upon creation thereof
hereby automatically
assigns), without further
consideration, all
worldwide right, title and interest,
including without
limitation all Intellectual Property
rights of any kind,
in and to such Derivative Works to the
party that owns the
underlying or pre-existing Intellectual
Property. However,
should either party develop Intellectual
Property which can
be reduced in practice to operate
without the use of the other
party's existing Intellectual
Property, the
developer of the new Intellectual Property
shall be the sole
owner of such new Intellectual Property.
5.1.2. Notwithstanding
Section 5.1.1, in the event that PMC-Sierra
creates additions or
modifications resulting in a
Derivative Work
based upon Peerless pre-existing
Intellectual
Property, Peerless shall grant to PMC-Sierra
an exclusive
license, with no right to sublicense, to the
Derivative Work in
conjunction with any license grant to
the pre-existing
Intellectual Property. Peerless shall be
prohibited from
using any Derivat







