Exhibit 10.38
Redacted
Version
AMENDMENT NO. 2
TO
MASTER SUPPLY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT
THIS
AMENDMENT (the “ Amendment ”) to that certain
Master Supply and Intellectual Property License Agreement (the
“ Agreement ”), dated and made effective on
December 10, 2002, is made and entered into as of this _ 23
_ day of December, 2003, by and between Quantum Corporation, a
Delaware corporation, having its principal place of business at
1650 Technology Dr., Suite 800, San Jose, CA 95110, and its
wholly-owned subsidiaries and Affiliates (collectively
“Quantum”) and Jabil Circuit, Inc., a Delaware
corporation, having its principal place of business at 10560 Ninth
Street North, St. Petersburg, Florida, 33716 and its wholly-owned
subsidiaries and Affiliates (collectively “Jabil”).
RECITALS
NOW, THEREFORE, in consideration of the mutual
promises, covenants and other terms and conditions contained in
this Amendment and for other good and valuable consideration, the
receipt of which is acknowledged by both parties, the parties agree
as follows:
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1.
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Amendments .
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a)
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The Agreement is hereby amended and modified so that the
following changes are made to the Agreement for all Products except
for the SSG Products:
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1)
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Eliminate all references to the ***
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2)
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Eliminate all references to the inventory deposit requirement in
Exhibit C of the Agreement with respect to all Products except SSG
Products
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b)
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Exhibit B and all references to Exhibit B in the Agreement shall
not be applicable to the Products except for the SSG Products.
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c)
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Section 3.3 is deleted in its entirety and replaced with the
following new section:
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3.3
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***
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d)
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Section 3.11 is deleted in its entirety and replaced with the
following new section:
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***Confidential treatment has been requested for omitted
portions, which have been separately filed with the Commission.
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3.11
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Applicable only to the SSG Products and attached to this
Agreement as Exhibit B are the parties' mutually agreed goals and
schedule for the reduction in Jabil's cost of manufacturing,
assembling and supplying the SSG Products to Quantum
hereunder. *** The cost reduction goals set forth in
Exhibit B hereof are based on the forecast of Quantum’s
requirements of the SSG Products set forth in Exhibit B. The
Parties further agree that they shall implement the quarterly
meeting scheme set forth in Exhibit B.
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e)
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The Agreement is hereby amended and modified so that the
following Section 3.14 is added to the Agreement:
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3.14
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Scrap Handling and Disposal: All materials (raw material,
sub-assemblies, work-in-process, finished goods) that have been
designated as scrap materials by Quantum or by Jabil shall be
scrapped pursuant to the current Jabil scrap procedures,
communicated to and approved by Quantum. Jabil shall notify
Quantum of all changes to these procedures. Such changes
shall become effective only after Quantum has given its written
approval of such changes. All materials designated as scrap
materials shall be scrapped in a manner that will prevent the use
of such materials by any party, unless Quantum approves of such use
in writing.
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f)
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Section 7.1 is deleted in its entirety and replaced with the
following new section:
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7.1
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(i) ***
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(ii) ***
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(iii) The prices to be charged for the SSG Products sold
to Quantum hereunder shall be th
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