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EXHIBIT 10.37
Amendment to Manufacturing Services and Supply
Agreement
This Amendment ("Amendment") to the Manufacturing Services and
Supply Agreement shall, for reference purposes only, be dated May
23, 2007 , and is made and entered into by and between Adaptec,
Inc. ("Adaptec") and Sanmina-SCI Corporation ("Sanmina"), each a
"Party", and together the "Parties."
Recitals
WHEREAS, effective as of January 9, 2006, Adaptec and Sanmina
entered into a Manufacturing Services and Supply Agreement (the
"Agreement") pursuant to which Sanmina agreed to manufacture and
supply to Adaptec certain Products described in the Agreement;
and
WHEREAS, the Parties do wish by this Amendment to: (i) revise
certain of the pricing provisions of the Agreement as more
particularly specified in this Amendment; and (ii) correct an error
contained in the Agreement concerning the number of ECN requests
that are to be processed by Sanmina free of charge to Adaptec.
NOW THEREFORE, in consideration of the foregoing Recitals and of
the mutual promises, covenants, and conditions hereinafter
contained, the Parties do hereby agree as follows:
1. Capitalized terms not defined in this Amendment shall have
the meanings ascribed to them in the Agreement.
2. The first sentence of Section 7.2 of the Agreement shall be
deleted in its entirety and the following substituted in its
place:
The foregoing revision to Section 7.2 of the Agreement shall be
retroactively effective to January 9, 2006.
3. Exhibit B to the Agreement, titled "Pricing for Forecasted
Singapore Products" shall be revised as follows:
- a. Effective January 1, 2007, Sections
2, 3, and 4 of Exhibit B shall be deleted in their entirety.
- b. (Appendix 1 to Exhibit B, the
"Baseline Material Costs" shall be deleted in its entirety. The
Parties agree that, effective retroactively to January 1, 2007, the
document dated February 28, 2007, titled "Revised Baseline Material
Costs" shall be the new, revised Appendix 1 to Exhibit B. No later
than ten (10) business days prior to the first calendar day of each
calendar quarter during the term of the Agreement, the Parties
shall establish through their mutual written agreement, a new
Baseline Material Cost for each Product Component listed on the
revised Appendix 1, such that Appendix 1, the Revised Baseline
Material Costs, will effectively be amended on a quarterly basis.
The Baseline Material cost for a Product Component shall not be
established until such time as the Product has been production
released. The quarterly revisions to the Revised Baseline Material
Costs shall reflect any price reductions, that either Adaptec or
Sanmina, or both of them, is able to achieve for the Components
each of them respectively controls, or any price increases for such
Components that are agreed in accordance with the other provisions
hereof.
- c. Effective as of January 1, 2007, a
new Section 2 is added to Exhibit B to the Agreement as
follows:
- "2. Adaptec Controlled
Components.
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