EXHIBIT 10.24 MANUFACTURING AND SUPPLY AGREEMENT

1.   

Definitions

1.1   

“Approved Process” is defined in Section 6.2.

1.2   

“ Confidential Information ” of a party means any and all technical or non-technical information related to the past, current or proposed operations, products, technology, services and business of such party (“ Discloser ”) that is disclosed (whether orally, visually or through any tangible medium) to the other party (“ Recipient ”), or to which the Recipient may gain access in the performance of this Agreement, and that the Discloser designates as being confidential or which, under the circumstances of disclosure, would reasonably be considered to be confidential. The parties agree that the Specifications and any other information relating to the BUYER Technology shall be BUYER’s Confidential Information whether or not so designated at the time of disclosure. Confidential Information will not include any information that the Recipient can document: (a) is or subsequently becomes (through no improper action or inaction by the Recipient) generally available to the public; (b) was already in the Recipient’s possession or known by the Recipient prior to receipt from the Discloser; (c) was rightfully disclosed to the Recipient by a third party free of any obligation of confidence; or (d) is independently developed by the Recipient without reference to the Confidential Information of the Discloser.

1.3   

“BUYER-Supplied Components” is defined in Section 5.2(b).

1.4   

“ BUYER Technology ” means BUYER’s proprietary technology relating to the Products and their design and manufacture, including without limitation the Specifications, and all Intellectual Property embodied in any of the foregoing.

1.5   

“ Engineering Change ” is defined in Section 6.1.

1.6   

“Indemnified Party” is defined in Section 13.4.

1.7   

“Indemnifying Party” is defined in Section 13.4.

1.8   

“ Intellectual Property ” means copyrights, patents, trade secrets and mask works, whether or not registered, filed, applied for or the like, and all related rights and all tangible and intangible works, manifestations and aspects of same existing as of the Effective Date and created or coming into existence during the term of this Agreement. As used herein, “patents” includes all inventions, invention disclosures, provisional applications, applications, letters patent and all foreign counterparts and foreign equivalents of same, and any and all divisions, continuations, continuations-in-part, revisions, renewals, reissues, extensions and like of the foregoing.

1.9   

“Manufacturing Capability” is defined in Section 3.2.

1.10   

“ Manufacturing Facility ” is defined in Section 2.3.

1.11   

“Manufacturing Metrics” is defined in Section 7.8.

1.12   

“MMIC” means monolithic microwave integrated circuit.

1.13   

[ * ] is defined in Section 5.2(a).

1.14   

“ Product Quality Criteria ” is defined in Section 7.1.

1.15   

“ Product ” means any BUYER product or product family set forth in a Project Appendix.

1.16   

“Product Warranty” is defined in Section 12.1.

1.17   

“ Project Appendix ” is defined in Section 2.1.

1.18   

“ Purchase Order ” is defined in Section 8.2(a).

1.19   

“ Specifications ” means the specifications and software for the design, performance and manufacturability characteristics of a Product, including any modifications, improvements or enhancements thereto that are made by the parties under this Agreement.

1.20   

“Testing Capability” is defined in Section 4.1.

1.21   

“Third-Party Proprietary Right” is defined in Section 13.1.

2.   

Engagement of Manufacturer

2.1   

Project Appendices. From time to time the parties may mutually agree upon one or more Products that will be subject to the terms and conditions of this Agreement. The specifics about any individual Product shall be set forth in an appendix to this Agreement (each, a “ Project Appendix ”). Upon execution by both parties of any Project Appendix, such Project Appendix shall become a part of this Agreement. In the event of a conflict between any term of the main body of this Agreement and a Project Appendix, the term of the Project Appendix will prevail only with respect to that Project Appendix.

2.2   

Manufacture of Products for BUYER. BUYER hereby engages Manufacturer, on a non-exclusive basis, to manufacture, assemble, inspect, test, label, package , and ship the Products, in accordance with the terms of this Agreement, solely for sale to BUYER. Manufacturer acknowledges and agrees that BUYER shall have the right, either on its own or through use of a third party, to obtain the same services as provided by Manufacturer hereunder.

2.3   

Manufacturing Facility. Manufacturer will fulfill its obligations under this Agreement solely at a facility designated and approved in writing by BUYER (the “ Manufacturing Facility ”).

2.4   

Exclusivity of Production. Manufacturer hereby undertakes to supply Products to BUYER and to allocate sufficient of its facilities, resources, capital equipment, materials, tools and labor to enable it to deliver the Products in the quantities required by BUYER. Manufacturer will manufacture the Products exclusively for BUYER and will not sell or otherwise provide Products to any other person, firm or company without BUYER’s prior written approval. Except as provided in Section 13.2, nothing in this Agreement is intended to grant to Manufacturer a license to the Products or to any of the BUYER Technology or Intellectual Property.

2.5   

Non-Delegable Responsibility. Manufacturer acknowledges that BUYER has elected to partner with Manufacturer for the manufacture of Products due to BUYER’s understanding of Manufacturer’s unique skill in manufacturing similar products. Therefore, Manufacturer’s rights and obligations under this Agreement may not be subcontracted or assigned to

any third party or successor entity without the express written consent of BUYER. In the event BUYER provides such consent, Manufacturer shall remain wholly responsible to BUYER for the acts or omissions of any approved third party or successor entity.

2.6   

Business Reviews. Manufacturer and BUYER executive management team members agree to meet frequently during the term of this Agreement to discuss in good faith the status of this Agreement, new business opportunities and other relevant issues. This is in addition to the regularly scheduled metric reviews with BUYER’s on site personnel.

3.   

Phase One — Demonstration of Manufacturing Capability

3.1   

Product Design and Development. BUYER will design and develop Products in its facility in the United States.

3.2   

Manufacturing Capability. Once any Product designed and developed by BUYER has reached a mutually agreeable level of manufacturing maturity, Manufacturer will take all actions necessary to demonstrate that Manufacturer has the capability to manufacture such Product (“ Manufacturing Capability ”).

3.3   

BUYER Responsibilities. To enable Manufacturer to demonstrate Manufacturing Capability, BUYER will:

(a)   

Procure, inspect and deliver to Manufacturer all parts and components, not defined in 3.4.a, for the Product

(b)   

Deliver to Manufacturer the Specifications for the Product;

(c)   

Test any units of Product delivered by Manufacturer to BUYER to ensure such units conform to the Specifications; and

(d)   

Provide feedback to Manufacturer.

(e)   

Provide serial numbers of the modules to be used in tracking the modules in BUYER’s facility.

3.4   

Manufacturer Responsibilities. To demonstrate Manufacturing Capability, Manufacturer will:

(a)   

Supply the materials such as epoxy, wire, assembly fixtures, and packaging material.

(b)   

Manufacture, assemble, label, package and supply at least [ * ] of Product that conform to the Specifications and Product Quality Criteria;

(c)   

Take such action as required by the feedback provided by BUYER.

(d)   

Manufacturer will package and ship modules to BUYER.

3.5   

Failure to Demonstrate Manufacturing Capability. If Manufacturer fails to demonstrate Manufacturing Capability within a period of [ * ] after delivery by BUYER to Manufacturer of the Specifications and raw materials for the Product, BUYER will have the right to terminate this Agreement immediately upon written notice to Manufacturer.

4.   

Phase Two — Demonstration of Ramping assembly and test capability

4.1   

Assembly and Test Capability. Upon successful demonstration by Manufacturer of Manufacturing Capability, Manufacturer will take all actions necessary to demonstrate to BUYER that Manufacturer has the capacity to independently test each unit of Product to ensure such unit conforms to the Specifications and Product Quality Criteria.

4.2   

BUYER Responsibilities. To enable Manufacturer to demonstrate Testing Capability, BUYER will:

(a)   

Procure, inspect and deliver to Manufacturer all parts and components for the Product;

(b)   

Provide appropriate training to Manufacturer’s personnel; provided, however, that: (i) such training shall take place at BUYER’s facilities, (ii) such training shall not exceed a period of [ * ] and (iii) Manufacturer shall be responsible for the [ * ] , and BUYER will be responsible for [ * ] by Manufacturer’s test engineers and other personnel in connection with attending such training;

(c)   

Test any units of Product delivered by Manufacturer to BUYER to ensure such units conform to the Specifications and Product Quality Criteria; and

(d)   

Provide feedback to Manufacturer.

(e)   

Provide test equipment to the manufacturer.

(f)   

Set up test equipment and train personnel.

4.3   

Manufacturer Responsibilities. To demonstrate Testing Capability Manufacturer will:

(a)   

Supply the materials such as epoxy, wire, assembly fixtures, and packaging material.

(b)   

Manufacture, assemble, label, package and supply to BUYER, all in conformance with the Specifications and Product Quality Criteria, the number of units of Product upon which the parties mutually agree;

(c)   

Test units of Product prior to delivery to BUYER to ensure such units conform to the Specifications and Product Quality Criteria; and provide the test data.

(d)   

Take such action as required by the feedback provided by BUYER, including, reworking any units of Product returned to Manufacturer as non-conforming.

(e)   

Assist BUYER in establishing an interface between the ATE and BUYER via the Internet to allow BUYER personnel to review the test results.

(f)   

Manufacturer will package and ship modules to BUYER.

5.   

Phase Three – Turnkey Manufacturing Solution

5.1   

Generally. Upon successful Completion of Phase Two by Manufacturer of Manufacturing Capability and Testing Capability for a Product, Manufacturer will provide full turnkey manufacturing of that Product by manufacturing, assembling, testing and shipping Product directly to BUYER’s customers and by troubleshooting and repairing any non-conforming Product that is returned by an BUYER customer.

5.2   

BUYER Responsibilities

(a)   

Supply of [ * ]. Unless any Project Appendix specifies otherwise, BUYER is responsible for procuring and supplying to Manufacturer [ * ] called for by the Specifications for any unit of Product purchased by BUYER under this Agreement. BUYER acknowledges that, during Manufacturer’s manufacture and assembly of Product, a [ * ] (the [ * ] ). BUYER therefore also agrees to procure and supply to Manufacturer those [ * ] that are [ * ] . In the event that Manufacturer requires [ * ] in excess of those procured and supplied by BUYER hereunder, Manufacturer will be responsible for [ * ] , such [ * ] . The parties will mutually agree in good faith upon the [ * ] for [ * ] as defined in Schedule 2 of the Logistics Appendix. BUYER will periodically review Manufacturer’s [ * ] to ensure that Manufacturer, at all times, has sufficient inventory.

(b)   

Supply of Other Components. If any Project Appendix specifies that BUYER is responsible for procuring and supplying to Manufacturer any other Product component(s) (“ BUYER-Supplied Components ”), BUYER will procure and supply such BUYER-

Supplied Components to Manufacturer on the terms set forth in Schedule 2 of the Logistics Appendix. BUYER and Manufacturer will periodically review Manufacturer’s inventory of BUYER-Supplied Components to ensure that Manufacturer, at all times, has sufficient inventory.

5.3   

Manufacturer Responsibilities

(a)   

Product Manufacture, Assembly and Testing. Manufacturer will manufacture, assemble and test each unit of Product ordered by BUYER hereunder strictly in conformance with the Specifications and Product Quality Criteria.

(b)   

Procurement of Materials. Manufacturer will procure all materials, except any BUYER-Supplied Components, necessary for Manufacturer to fulfill its obligations under this Section 5. In connection therewith, Manufacturer and BUYER will work together in good faith to enable Manufacturer to assume existing purchase orders submitted by BUYER to third-party suppliers of such materials. Manufacturer will be responsible for providing traceability to the materials used by Manufacturer and will provide such information to BUYER (or its representatives) promptly upon request.. [ * ] .

(c)   

Shipping of modules. Manufacturer will provide ESD protective packaging and preservation methods for products to assure that products will not be damaged in shipment and storage and when applicable, as required and instructed by BUYER. Prices for the products shall include the [ * ] during transportation. The manufacturer will be responsible for any damage that the products may suffer due to improper packing. Shipments shall be [ * ] .

6.   

Engineering and Process Changes

6.1   

Engineering Changes. BUYER may, by written request to Manufacturer, request that Manufacturer incorporate a modification in the Specification or Product Quality Criteria (an “ Engineering Change ”). Such a request will include a description of the proposed change sufficient to permit Manufacturer to evaluate its feasibility and the proposed effect on quality, reliability, performance, cost, and serviceability. As soon as possible, but in any event within [ * ] after such request, Manufacturer will advise BUYER of the terms and conditions under which BUYER may implement the Engineering Change requested, if any. Manufacturer’s evaluation will be in writing and will state the cost savings or increase, if any, expected to be created by the Engineering Change and its effect on the performance, quality, reliability, safety, appearance, dimensions, tolerance, inventory cost and lead time.evaluation by Manufacturer will be deemed conditional only, and any increase or decrease in the purchase price, or revision of delivery schedule, or both, requires a written agreement between BUYER and Manufacturer, to be negotiated in good faith. If Manufacturer fails to issue such a written evaluation within the [ * ] period specified above, Manufacturer will be deemed to have accepted such Engineering Change and any claim by Manufacturer for a price adjustment resulting from the Engineering Change will be [ * ] . If an Engineering Change is agreed to by the parties, the Specifications and/or Product Quality Criteria, as applicable, will be amended as required.
[ * ]

6.2   

Process Changes. Manufacturer shall not change, without written approval from BUYER, in any manner the manufacturing process employed by Manufacture r in connection with establishing Manufacturing Capacity and Testing Capacity (the “ Approved Process ”). If Manufacturer proposes a change to the Approved Process, Manufacturer shall, at its own expense, build sample units of Product using such changed process and bear the cost of qualification of the Process and/or Product in accordance BUYER’s qualification procedure ( [ * ] ). Manufacturer shall not employ the changed process until BUYER approves such changed process in writing, at which time the changed process shall become the Approved Process.

6.3   

Material Changes.

If changes are proposed, BUYER agrees to evaluate in a timely manner.

7.   

Quality Control.

In connection with fulfilling its obligations under this Agreement, Manufacturer will comply, at all times, with the quality control provisions set forth in this Section 7.

7.1   

Manufacturer warrants that it shall manufacture the parts strictly in accordance with the Specifications, Quality requirements, and the Workmanship standards.

7.2   

Manufacturer will provide a list of all material suppliers prior to the start of production. Manufacturer shall not change material suppliers without written consent of BUYER.

7.3   

Manufacturer shall not transfer the manufacture of the parts to another of its factories without the written consent of BUYER.

7.4   

Manufacturer shall provide units to BUYER to qualify the manufacturing process. Once the product and the process has been approved by BUYER’s quality assurance group, that production baseline is considered frozen.

7.5   

Manufacturer agrees that at all times while this Agreement is in effect, Manufacturer will maintain a quality assurance system equal or superior to ISO 9002. Any formal change in the ISO status or findings from a survey shall be reported to BUYER within one month of any change.

7.6   

Manufacturer will permit BUYER, its employees and/or it’s customers, to enter the Manufacturing Facility at all reasonable times for the purpose of inspecting and testing the Products and to check the materials and the method of manufacture, assembly, labeling, testing and packaging of Product in order to ensure that such conform to the Specifications and Product Quality Criteria. All Products supplied hereunder will be subject to inspection and test by BUYER to the extent practicable at all times and places during and after the period of manufacture.

7.7   

Facility Surveys:

(a)   

BUYER reserves the right with reasonable notice, to inspect manufacturer’s facility, quality control procedures both prior to the first delivery and periodically thereafter.

(b)   

Manufacturer agrees to deliver to BUYER, within [ * ] from the effective date of the agreement, a detailed disaster recovery plan.

(c)   

Manufacturer agrees to prompt implementation of the recovery plan to resume the performance of its obligation.

7.8   

Manufacturing Metrics. To ensure quality and customer service, Manufacturer will establish and use a standard set of manufacturing metrics (“ Manufacturing Metrics ”) through which Manufacturer will

attempt continually to improve yields and delivery accuracy and to reduce costs and defect rates. The Manufacturing Metrics shall be made immediately available upon request, and to include, at a minimum, information concerning: (a) Product inventory (finished goods, work-in-progress and raw materials); (b) yield (at various production points) and improvement plans for yield; (c) delivery accuracy; (d) returns (number of units, repair time); (e) fault statistics (most frequent defects found, faulty parts, cause and corrective action); (f) failure rates (assembly, first pass test, final test, final inspection, labeling, packaging, shipping and improvement plans for each of the foregoing). On a regular basis (but [ * ] ), Manufacturer will: (a) provide BUYER with copies of the Manufacturing Metrics; and (b) engage in status reviews concerning the Manufacturing Metrics.

7.9   

Access to Information; Corrective Action. In order to confirm that Manufacturer is fulfilling its obligations under this Agreement, Manufacturer will maintain at the Manufacturing Facility all information required to be compiled under this Section 7. Manufacturer will provide BUYER, upon reasonable notice and during normal working hours, access to such information. Should BUYER determine, based upon a review of the Manufacturing Facility or any such information, that Manufacturer is failing to meet its quality control obligations under this Section 7, BUYER will notify Manufacturer in writing. Manufacturer will be entitled to comment on such findings and will thereafter, [ * ] , take all corrective actions necessary to regain compliance.

8.   

Forecasts; Purchase Orders.

8.1   

Forecasts. Based upon orders for Product that BUYER receives from its customers, BUYER will, on a [ * ] basis, submit to Manufacturer a non-binding, [ * ] , fax, or electronic forecast of the number of units of Product expected to be ordered by BUYER. Refer to Logistic Appendix , Section 2.

8.2   

Purchase Orders:

(a)   

Submission. From time to time, BUYER will submit written or electronic purchase orders to Manufacturer for [ * ] build quantities of Products (each, a “ Purchase Order ”) that BUYER wishes to purchase from Manufacturer hereunder. Any such purchase order shall contain those details upon which the parties mutually agree.

(b)   

Acknowledgment. Manufacturer will respond to any Purchase Order with: (i) a written or electronic Purchase Order confirmation statement (including quantity and ship date) and (ii) an actual ship date confirmation statement (which shall include the packing list) upon shipment of the ordered Product. The terms and conditions in this Agreement shall supersede and replace all preprinted form terms and conditions set forth on any Purchase Order acknowledgment.

(i)   

Manufacturer shall acknowledge purchase order within 24 hours from the receipt of the order.

(ii)   

If such acknowledgement is not made, alternative communication method will be employed.

(iii)   

Manufacturer shall use its best endeavors to supply the parts in accordance with the Logistics Appendix.

(iv)   

Manufacturer shall use reasonable efforts to mee