Exhibit 10.14
CONFIDENTIAL TREATMENT REQUESTED
LICENSE AGREEMENT
This Agreement is made this 30th day of September, 2000 between:
FLIP CHIP TECHNOLOGIES, L.L.C.
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a Delaware limited liability company,
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(referred to as "FCT")
having a principal place of business at
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3701 E. University Avenue
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Phoenix, Arizona 85034, USA
)
)
and
)
)
CALIFORNIA MICRO DEVICES CORP.
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a California corporation
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(referred to as "CMD")
having a principal place of business at
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215 Topaz Street
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Milpitas, California 95035
)
)
Background
FCT has developed Confidential Information, trade secrets, patents and know-how regarding Ultra CSP ? wafer bumping in the manufacture of flip chip integrated circuits; and certain Confidential Information, trade secrets, patents and know-how regarding the technology of redistributing bond pads on integrated circuits using a Redistribution Layer (RDL) to facilitate wafer bumping in the manufacture of flip chip integrated circuits.
On February 11, 1999, CMD and FCT entered into a License Agreement pursuant to which CMD received a license to practice the Ultra CSP ? Technology on non-silicon substrates. CMD now desires access to such Confidential Information, trade secrets, patents and know-how and to obtain the assistance of FCT for implementing the technology, along with a license to use the Confidential Information, trade secrets, patents and know-how to produce flip chip integrated circuits on silicon wafers, with and without RDL as practiced for Ultra CSP ? .
FCT is willing to license CMD to use the Confidential Information, trade secrets, patents and know-how in accordance with this Agreement. A separate royalty-free cross license agreement between the parties defines a technology transfer to FCT of CMD proprietary wafer thinning technology.
Therefore FCT and CMD agree as follows:
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
License Agreement
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CONFIDENTIAL TREATMENT REQUESTED
1. Definitions
1.1 " Ultra CSP ?" means the solder bumping process practiced by FCT at the effective date of this Agreement using an under-bump metal (UBM) structure patterned prior to deposition of the solder in the form of a solder ball in conjunction with the manufacture of flip chip integrated circuits.
1.2 "Confidential Information" means unpublished research and development information, know-how, trade secrets, and technical data in the possession of, or under development by FCT, at the effective date of this Agreement used by FCT to practice the Ultra CSP ? Technology, including but not limited to those items specified in Attachment C, except as noted in Paragraph 4.1 below. Confidential Information includes, but is not limited to, any documents or information provided under any prior Non-Disclosure Agreement (NDA) between the parties that are not in the public domain, or have not been published. Information in the public domain that has been published without the involvement of CMD, is not Confidential Information.
1.3 "Improvement" means any modification of the Ultra CSP ? Technology, or the equipment or materials used for Ultra CSP ? and which tend to improve the Ultra CSP ? Technology, or make the process more reliable, less expensive, or otherwise more advantageous as compared with the Ultra CSP ? Technology initially disclosed by FCT pursuant to this Agreement.
1.4 "Licensed Site" means CMD's facility located at Milpitas, California. Additional sites may be licensed based on additions to Attachment B and in accordance with the provisions noted in Section 4 below.
1.5 "Wafer" means flat disks formed from silicon substrate material from which electronic devices are produced, typically in diameters of 4, 5, 6, 8, or 12 inches, the devices from which are intended for sale to a third party.
1.6 "Packages" means finished flip chip integrated circuit assemblies, which include at least one integrated circuit die and at least one substrate, joined together by solder balls.
1.7 "Affiliate" means any corporation or other business entity, which directly or indirectly, controls or is controlled by, or is under common control with a party to this Agreement.
1.8 "Patents" means all patents throughout the world owned by FCT covering any aspect of the Confidential Information, know-how, and trade secrets or manufacturing processes disclosed under this Agreement.
1.9 "Trade Secrets" means information of a technical nature, such as formula, manufacturing processes or machines, materials, inventions, and research projects; business data such as costs, profits, markets, sales, customer lists, plans for future development, and other information of a similar nature not generally available to the public.
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
License Agreement
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2. Disclosure of Confidential Information
2.1 Within thirty (30) days of the effective date of this agreement, FCT will disclose Confidential Information regarding the Ultra CSP ? Technology sufficient for CMD to practice production solder bumping of Wafers ranging from 4 inch (100mm) diameter to 8 inch (200mm) diameter.
2.2 The disclosure of Confidential Information regarding the Ultra CSP ? Technology described in Paragraph 2.1 above will include written documentation directed to the subject matter, set forth in Attachment A. Written documentation will be provided at CMD's request, given prior documentation provided under the previous License Agreement dated February 11, 1999.
2.3 FCT warrants that the written documentation, material lists, drawings, specifications, instructions, and other Confidential Information supplied to CMD will be the same as those used by FCT as of the effective date of this Agreement in the practice of the Ultra CSP ? Technology in FCT's production facility, and that it comprises information sufficient for one skilled in the art to practice that Technology. CMD expressly agrees that the foregoing warranty is in lieu of all other warranties, express or implied.
2.4 CMD agrees that the disclosure in this Section does not include the transfer of any physical equipment or materials, other than documentation, and that CMD will bear the cost of acquiring any equipment and/or materials that may be required to practice the Ultra CSP ? Technology at the Licensed Site.
3. Duty to Hold Confidential Information In Confidence
3.1 CMD agrees not to disclose Confidential Information to any third party, except as stated in this section, and to take such precautions to prevent disclosure of Confidential Information by using the same degree of care taken to safeguard CMD's own proprietary information.
3.2 CMD agrees to limit disclosure of Confidential Information to those CMD employees having a reasonable need to know such Confidential Information and for CMD to practice the Ultra CSP ? Technology in accordance with the terms of this Agreement.
3.3 CMD is not obligated to hold in confidence any information that appears in issued patents or printed publications, nor any information that is shown to be in the public domain for reasons other than a breach of this Agreement, nor any information shown by CMD's written records to have been in CMD's possession prior to disclosure of such information by FCT, nor any information that has legally come into CMD's possession through channels independent of FCT.
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
License Agreement
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4. License
4.1 FCT grants to CMD, during the term of this Agreement, a non-exclusive, personal license to use the Ultra CSP ? Technology, and to make and sell products embodying Ultra CSP ? Technology and for CMD to produce solder balls on Wafers according to the Ultra CSP ? Technology including a license to use all FCT Patents, trade secrets, know-how, Confidential Information and other documentation specific to the subject, required to enable CMD to practice the Ultra CSP ? Technology, including but not limited to those items described in Attachment C. Except as provided in Paragraph 10.1 below, this license does not include Improvements, embodied either by patents or trade secrets, that comprise fundamentally different technologies from those in existence as of the effective date of the Agreement. Attachment C items show in red italics are considered fundamentally different technologies as described in Paragraph 10.1.
4.2 The license granted in Paragraph 4.1 above is limited to practice of the Ultra CSP ? Technology at the Licensed Site, and CMD agrees not to practice the Ultra CSP ? Technology at any other site not covered by the provisions in Section 4. CMD may change the location of the Licensed Site following written notice to FCT, but may operate only one Licensed Site at a time. CMD may operate more than one Licensed Site with FCT's prior written consent to add a new site, and a payment of $** per site. Any engineering assistance requested by CMD for additional sites shall be provided by FCT, as available, for $** per man-day, plus travel, living, and other reasonable expenses.
4.3 CMD agrees not to store or maintain any FCT Confidential Information, or copies, at any site other than a Licensed Site, and its Corporate Offices. Upon termination of this Agreement, a copy of all materials, correspondence, Confidential Information, and other documentation may be retained in the files of CMD's General Counsel.
4.4 The license granted by Paragraph 4.1 above is personal to CMD. CMD's license does not include the right to sub-license others to use the Confidential Information and/or to grant to others the right to make flip chip integrated circuits according to the Ultra CSP ? Technology.
4.5 The license granted in Paragraph 4.1 above is subject to and conditioned on the payment of royalties specified in Section 7 below.
5. Equipment/Materials Purchase
5.1 The parties agree that none of the fees payable to FCT under this Agreement are payment for any equipment or materials. CMD agrees to bear the cost for acquiring any equipment and/or materials required to practice the Ultra CSP ? Technology.
5.2 FCT will disclose to CMD an equipment set preferred by FCT for practicing the Ultra CSP ? Technology. The parties agree that the license granted is not subject to CMD's purchase of the equipment set recommended by FCT. CMD agrees that the ability to successfully practice the Ultra CSP ? Technology may be jeopardized if a different equipment set is used. FCT does not warrant that the process disclosures will function in the same manner for CMD as they do for FCT, if CMD uses a different equipment set.
5.3 The Ultra CSP ? Process to be disclosed includes the use of proprietary materials specially formulated by FCT. CMD understands that the ability to successfully practice the Ultra CSP ? Process may be jeopardized if different materials are used. CMD agrees that some materials used by FCT are considered Confidential Information, and CMD agrees not to reverse engineer the materials formulation without the prior written consent of FCT.
** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT.
License Agreement
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6. Fee for License and Technology Transfer
6.1 CMD agrees to pay FCT US $** as a no-recourse, non-recoverable, non- refundable advance against future royalty payments for the license of the Ultra CSP ? Technology. CMD agrees to pay FCT the no-recourse advance based on the following schedule:
a. A payment of US $** on license execution.
b. A payment of US $** four (4) months from the date of execution of this Agreement.
6.2 At CMD's request, FCT agrees to provide concurrent training regarding the Ultra CSP ? Technology at FCT's Phoenix, Arizona facility for up to five CMD engineers and/or technicians, all of whom are to receive training during the same period of time, for up to four weeks. CMD agrees to bear all costs, including transportation and living expenses, for its employees receiving training at FCT. CMD agrees to provide at least three engineers, who are responsible for the technology transfer, for training and consultation at FCT's Phoenix, Arizona facility.
6.3 At CMD's request, FCT will provide up to 4 man-weeks of engineering support at the Licensed Site based on a schedule to be mutually determined. CMD agrees to provide necessary resources at the Licensed Site, including equipment, materials, and personnel, to facilitate this phase of the technology transfer. CMD agrees to reimburse FCT for all costs of this phase of the technology transfer, including transportation and living expenses, and other reasonable related expenses, incurred by FCT's engineers to render technical assistance and support. Should CMD desire FCT engineering support for a longer period, CMD agrees to pay related travel expenses and the sum of $** per day for each engineer on-site. FCT will provide additional engineering resources on an as available basis.
7. Royalties
7.1 In addition to the license fee noted in Section 6 above, CMD agrees to pay to FCT a royalty f ...
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