Exhibit 10.7
HONEYWELL/MATHSTAR Strategic
Agreement
This agreement is entered into as of
December 13, 2004, is written by and between Honeywell
International Inc., acting through its Defense & Space
Electronics Systems Space business units, (“Honeywell”)
with locations in Cleanwater, FL, Glendale, AZ and Plymouth, MN and
MathStar Inc. (“MathStar”) located in Hopkins,
MN.
Honeywell and MathStar are herinafter referred
signly as “Party” and collectively as the
“Parties.”
Recitals:
Whereas MathStar is a leader in the development
of reprogrammable Silicon Object technology suitable for use as
reprogrammable Digital Signal Processor (DSP); and
Whereas MathStar desires to license to Honeywell
certain application and production rights; and
Whereas Honeywell is a leader in the development
of DSP solutions for Space applications; and
Whereas Honeywell is a leader in the design and
rnanufacturing of radiation tolerant and hardened components;
and
Whereas the Parties desire to cooperate in the
development of radiation hardened Field Programmable Object Array
(FPOA) technology for use in Space applications; and
Whereas the Parties desire to pursue contracts
or other opportunities, which may lead to the development of DSP
solutions, based in part on MathStar technology.
NOW, THEREFORE, in consideration of their mutual
promises, the Parties agree as follows:
1.
Definitions
:
The following definitions should apply to the
terms in this agreement unless other meanings shall be indicated by
the context:
1.1.1
Space : Application of FPOA technology above 50,000
feet altitude and have a procurement document specified radiation,
space level screening and qualification requirement.
1.1.2
Defense : Application of FPOA technology to any military
purpose including but not limited to aircraft, missile, vehicle,
ship (surface or subsurface).
1.1.3
Silicon Objects
: The proprietary technology
developed by MathStar that is the basis for the creation of Field
Programmable Object Arrays (FPOA).
1.1.4
Field Programmable Object
Arrays : The chip level
implementation of a re-configurable processor based on Silicon
Objects technology. A FPOA can be created with a variety of
features and applications, depending on the needs of the
application and service.
1.1.5
Design Tools
: The software and associated
documentation, needed to design, simulate, configure,
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and validate an FPOA
design.
1.1.6
Program : An identified sales opportunity that results
in a unique contract, subcontract or purchase order involving
specific application of FPOA technology for use by Honeywell. FPOA
modifications, change orders, and similar actions, occurring in the
course of Program execution are not considered a new or unique
Program.
1.1.7
Honeywell : This agreement does not encompass all of
Honeywell International Inc. The agreement is specifically limited
to the Honeywell DSES Space business with locations in Clearwater,
FL, Glendale, AZ and Plymouth, MN.
1.1.8
Commercial Item
: Any item, other than real
property, that is of a type customarily used by the general public
or by non-governmental entities for purposes other than
governmental purposes, and has been sold, leased, or licensed to
the genenal public, or has been offered for sale, lease, or license
to the general public.
1.2
Titles utilized herein are inserted
for convenience and shall not be construed to limit or modify the
scope of any provision of this agreement or affect the
interpretation thereof.
2.
Term of Agreement
The Term of this Agreement shall be
for thirty-six (36) months from the effective date, unless
terminated or extended by written agreement of the
Parties.
3.
Protection of Proprietary
Information
The obligation to protect
confidential information is set forth in a separate Proprietary
Information Agreement (PIA) in effect as of 16 February 2004.
The PIA shall survive any termination or expiration of this
Agreement and remain in full force and effect.
4.
Honeywell
Obligations
Honeywell will cooperate with
MathStar to assess the FPOA technology, tools, and services in
terms of their technical capabilities, prices, and forward
development roadmaps. Honeywell will consult with MathStar on
Space requirements to be considered by MathStar in the development
of its technology, products, tools, and services for Space
applications.
4.2
Honeywell will assess foundry
options for MathStar technology and products for Space and
recommend the foundry approach(s) most suitable.
4.3
Honeywell will be the sales channel
for Honeywell/MathStar developed FPOA-based Digital Signal
Processing (DSP) solutions for Space applications wherein the FPOA
technology, products, tools, and services are part of the solution.
Honeywell will involve MathStar in process of determining if the
FPOA is applicable to identified opportunities.
4.4
Honeywell intends to submit
proposals in response to qualified opportunities for DSP
solution(s) that may contain FPO technology, products, tools, and
services. Honeywell may include MathStar as a proposed
subcontractor in proposals that utilize the MathStar FPOA
technology, products, tools, or services. Honeywell shall
have the sole right to determine the final form and contents of any
proposal submittal.
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4.5
Honeywell will fabricate and sell
FPOA parts to MathStar provided the Parties agree to acceptable
terms and conditions.
5.
MathStar
Obligations
5.1
MathStar will continue its
development of the FPOA technology, objects, tools, products, and
services in accordance with its plans and make these products,
technology, tools, and services available to Honeywell for use in
Space. MathStar will consult with Honeywell on a quarterly
basis regarding the requirements for Space and consider these
requirements in its forward development plans.
5.2
MathStar shall have the sole right
to determine the direction of its non-Space FPOA technology,
products, tools, and services.
5.3
MathStar recognizes the nature of
the sales process for opportunities in Space (i.e., long sales
cycles, significant customer interaction, efforts to assess and
mitigate risks including demonstrations, significant proposal
efforts, pursuit of variations due to annual government
appropriations of programs, and long-term commitments and program
cycles) and agrees to support Honeywell in its sales process of DSP
solutions in Space, to the extent warranted by the Program as
solely determined by MathStar.
5.4
MathStar will provide technical
information to Honeywell regarding the FPOA technology, tools,
products, and services including forward roadmopuond plans for use
by Honeywell in planning for DSP solutions. This will include, but
not be limited to, technical briefings, detailed technical
assessments, and demonstrations of the FPOA. MathStar will provide
engineering support to Honeywell in the sales, proposal,
negotiation, and contract phases of DSP solutions. Moreover,
MathStar agrees to provide Honeywell and its customers, when
requested, periodic technical support in order to use the FPOA in
proposed DSP solutions.
5.5
MathStar shall support Honeywell
proposal activity by furnishing reasonable proposal, information,
material and personnel required for the work to be performed by
MathStar for each Program being proposed in accordance with FAR
Part 12 as applicable. MathStar will not be required to
maintain or provide Government cost accounting systems.
5.6
In the event a prime contract is
awarded to Honeywell based upon the joint efforts described herein,
MathStar will accept a subcontract from Honeywell provided that
price, schedule, and reasonable terms and conditions can be
mutually agreed upon, and that the Honeywell customer approves (if
required) such a subcontract. MathStar will accept, as a
minimum subcontract terms and conditions with which Honeywell must
comply because of applicable statutes and regulations.
5.7
MathStar will provide Honeywell
annual reports, to the extent available, on financial status,
forward strategies and business outlook in sufficient detail as to
provide Honeywell insight into the viability of
MathStar.
6.
Termination
6.1
Unless sooner terminated or extended
by written agreement of the Parties hereto, this agreement shall
terminate upon the happening of any of the following
events:
6.1.1
Thirty-six (36) months after the
effective date of this agreement.
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6.1.2
At either Party’s election, if
eighteen (18) months after the effective date of this agreement
MathStar
