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Exhibit 10.19
UMC
ESSENTIAL TERMS FOR TECHNOLOGY COOPERATION
8 March 2000
Rich Forte
Integrated Telecom Express, Inc.
2710 Walsh Ave
Santa Clara CA 95051
Dear Rich:
As requested, this term sheet outlines the essentials of the mutual
commitments between Integrated Telecom Express, Inc. (ITeX) and United
Microelectronics Corporation (UMC) with respect to cooperation on technology
enhancements.
In particular, ITeX and UMC will cooperate in good faith to develop
advanced manufacturing processes which are optimized for ADSL products and
applications. The specific processes, products and efforts involved will be
stated in an attachment which we will update by mutual agreement from time to
time. However, as a general matter, ITeX will make commercially reasonable best
efforts to move its products and designs to advanced UMC processes, and will
provide UMC with feedback on test results, yields and reliability.
In exchange, and under payment schedules and with milestones to be
mutually agreed between us, UMC will credit ITeX for agreed-upon mask and pilot
run charges. Unless otherwise agreed in writing, ITeX shall not have any
obligation to furnish at UMC facilities or in direct support of the efforts
contemplated under this term sheet more than 1,000 mandays of engineering time.
All cooperation shall be under the terms of the UMC standard
non-disclosure agreement, and UMC shall have full ownership and unlimited use
rights as to any and all processes, recipes, and manufacturing, fabrication,
assembly and test techniques, and related improvements ("process technology")
provided and/or developed by or on behalf of UMC.
UMC and ITeX shall review their cooperation on a quarterly basis during
the period January 1, 2000 to December 31, 2003, and either party shall be free
to discontinue further work under this term sheet.
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Term Sheet Outline
8 March 2000, page 2
This term sheet outlines all promises, representations and agreements
between UMC and ITeX concerning technology cooperation, and there are no
agreements, representations or promises concerning such matters other than as
stated here.
AGREED:
INTEGRATED TELECOM EXPRESS, INC. UNITED MICROELECTRONICS CORPORATION
/s/ Rich Forte /s/ Peter Chang
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Rich Forte, President Peter Chang, CEO
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