Foundry Agreement With Texas Instruments

DEVELOPMENT AND FOUNDRY / RESALE AGREEMENT


This Agreement (hereinafter "Agreement") is made in duplicate original counterparts and effective as of March 8, 2001 ("Effective Date") by and between TEXAS INSTRUMENTS INCORPORATED, a corporation duly organized and validly existing under the laws of the State of Delaware, acting by and through its Semiconductor Group with a principal place of business at 12500 TI Boulevard, Dallas, Texas 75243 (hereinafter "TI") and PARKERVISION INC., a corporation duly organized and validly existing under the laws of the State of Florida, with a principal place of business at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter "ParkerVision") and TI and/or ParkerVision may be referred to herein individually as a "Party" or collectively as the "Parties", as the case may require.


WHEREAS, ParkerVision is engaged in the design and development of RF integrated circuits using a direct conversion technology known within the industry as "D2DTM (Direct to Data) technology" and expects to introduce first samples of its first RF integrated circuit using D2D technology during the fourth (4th) quarter of 2000.


WHEREAS, TI is engaged in the design, development and manufacture of digital baseband integrated circuits and RF integrated circuits.


WHEREAS, both Parties wish to develop seamless interfaces between TI's digital baseband integrated circuits and ParkerVision's D2D RF integrated circuits such that the Parties' components can be promoted as part of reference designs for wireless applications.


WHEREAS, ParkerVision wishes to buy RF integrated circuits from TI acting as ParkerVision's foundry for RF integrated circuits.


WHEREAS, TI is willing for some time period to act as ParkerVision's foundry and to treat ParkerVision as a valued foundry customer, and to support ParkerVisions requirements of RF integrated circuits as part of TI's foundry service program.


NOW THEREFORE, the Parties have entered into the following agreement:


1. DEFINITIONS:


For the purposes of this Agreement, the following underlined terms, in addition to the terms elsewhere defined in this Agreement, will have the meanings set forth below.


1.1. "ACQUIRING PARTY" means a third party who acquires ParkerVision upon the
effective date of a Change of Control.


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1.2. "AFFILIATE" shall mean, with respect to a specified entity, another person
or entity that, directly or indirectly, controls or is controlled by or is
under the common control with the entity specified, and the term "control"
means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person or entity,
through the ability to exercise voting power, by contract or otherwise.


1.3. "CHANGE OF CONTROL" shall mean a change of control in the ownership of a
Party, as further defined in Section [16.5] of this Agreement.


1.4. "COMMERCIALLY REASONABLE EFFORTS" shall mean all commercially reasonable
efforts a reasonable business person would use in the performance of a
specified obligation taking into account the cost associated with the
performance of any such obligation, and the profit or loss to be expected
as a result of its performance, and all other commercial, technical and
operational factors to be taken into account by a reasonable business
person. For the avoidance of any misunderstanding, the Parties hereby
expressly agree that the obligation to use Commercially Reasonable Efforts
does not encompass an obligation to breach an obligation to a third party.


1.5. "COLLABORATIVE CHIPSET" means a chipset comprising of a Collaborative
Product and a Collaborative TI Digital Baseband Processor designated in a
Statement of Work, for which the Parties have developed an Interface
pursuant to and as specified in that same Statement of Work.


1.6. "COLLABORATIVE PRODUCT" means a Product developed by ParkerVision that
includes or operates with an Interface, and also operates with a
Collaborative TI Digital Baseband Processor, and which is a designated
component of a Collaborative Chipset pursuant to and as specified in a
Statement of Work.


1.7. "COLLABORATIVE TI DIGITAL BASEBAND PROCESSOR" means a TI Digital Baseband
Processor developed by TI that includes or operates with an Interface, and
also operates with a Collaborative Product, and which is a designated
component of a Collaborative Chipset pursuant to and as specified in a
Statement of Work.


1.8. "COMPETITOR FOUNDRY" means a foundry other than TI.


1.9. "D2D SUB-PART" is one of a D2D receiver, a D2D transmitter, a D2D
transceiver or a D2D transmitter/receiver pair implemented in integrated
circuit form and designed by ParkerVision.


1.10. "DELIVERABLE" shall mean the items to be delivered by either party to the
other party in accordance with a Statement of Work or the Foundry Business
Plan.


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1.11. "DESIGN WIN" means a written statement from a ParkerVision customer that
such customer intends to design a system using ParkerVision's D2D
technology.


1.12. "ESTIMATED SHIP DATE" shall mean the date TI approximates that it will
ship a Product to ParkerVision.


1.13. " FOUNDRY PERIOD" shall mean the period during which TI acts as
ParkerVision's foundry.


1.14. "FOUNDRY BUSINESS PLAN" means a unique document to be generated by the
Management Team in accordance with Section [7] below.


1.15. "INDEPENDENT TECHNOLOGY" shall mean either Party's technical information,
including, but not limited to, all schematics, layouts, plans,
architectures, mathematical models, data, formulae, algorithms, methods,
guidelines, practices, prototypes, tests, cell libraries, semiconductor
topographies, reports as well as all tools, software, firmware and
hardware, and all Intellectual Property Rights relating thereto,
developed, owned, or possessed either (1) by a Party prior to this
Agreement; or (2) at any time by a Party outside of a Project hereunder
without the use of the other Party's Confidential Information.


1.16. "INTELLECTUAL PROPERTY RIGHTS" shall mean all world-wide patents, patent
applications, utility models issued or pending, registered and
unregistered design rights, copyrights (including copyrights on software
in any form and moral rights), trade secrets and proprietary know-how,
mask works and other similar statutory intellectual property or industrial
rights related thereto, as well as applications for any such rights.


1.17. "INTERFACE" shall mean the gates, modules and input/output and all other
semiconductor technology, whether in the form of hardware, firmware or
software, which is designed pursuant to a Statement of Work to enable or
optimize the exchange of data between a Collaborative Product and a
Collaborative TI Digital Baseband Processor in a Collaborative Chipset.
Subject to Section 5.3, an Interface may include a Party's Independent
Technology.


1.18. "LIFE-TIME BUY PURCHASE ORDERS" shall mean purchase orders submitted by
ParkerVision for a Product after notice that TI intends to discontinue the
manufacture of a Product, subject to Section 12.


1.19. "MANAGEMENT TEAM" shall mean a team consisting of two representatives of
each Party whose charter is set forth in Sections [2.2 and 2.3] below.


1.20. "PARKERVISION TRADEMARKS" means the trademarks itemized in Exhibit E
attached hereto and any other Trademarks which ParkerVision elects to add
to Exhibit E with TI's consent, which shall not be unreasonably withheld.


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1.21. "POINT OF NO RETURN" means a milestone set forth in a Statement of Work
beyond which neither party shall be entitled to terminate for its
convenience the development contemplated in the Statement of Work.


1.22. "PRODUCT" means a packaged or an unpackaged electrical and mechanical die,
designed by ParkerVision and capable of being manufactured using TI
Manufacturing Technology. A Product includes one or more D2D Sub-Parts.
Until such time when the Management Team makes the determination
contemplated in Section [6.2.2] below, the term "Product" shall not
include Gallium Arsenide RF Integrated Circuits or other Gallium Arsenide
goods.


1.23. "PRODUCT DESIGN DATABASE" shall mean a computer readable file describing
the pattern, placement, and interconnection of the semiconductor
components (including, but not limited to: transistors, resistors,
capacitators, I/O pads, and components that interconnect semiconductor
components) within a Product.


1.24. "PRODUCT SPECIFICATION" shall mean the visual inspection criteria,
electrical test and electrical parameters and other performance criteria
mutually agreed upon between TI and ParkerVision for a particular Finished
Product.


1.25. "PROJECT" shall mean the Parties' development work pursuant to a Statement
of Work hereunder.


1.26. "PROJECT IP" shall mean software, firmware, hardware, Interfaces and all
other technical information, including, without limitations, inventions
and technical or commercial know-how, conceived and reduced to practice in
the course of a Project hereunder, and all intellectual property relating
thereto. For the avoidance of any misunderstanding it is expressly agreed
that the term "Project IP" shall not include either Party's Independent
Technology, whether knowingly or inadvertently incorporated into Project
IP.


1.27. "QUOTED LEAD-TIME" shall mean the approximate length of time TI requires
from the date a purchase order for Product is submitted to TI by
ParkerVision until such time TI can ship the Product pursuant to such
purchase order. Both Parties understand and agree that Quoted Lead-Time
may vary during the term of this Agreement as a result of the aggregate
demand placed upon TI from all of TI's customers when compared to the
aggregate manufacturing supply capability available to TI.


1.28. "REFERENCE DESIGN" means any recommendation by either Party to use its
semiconductor integrated circuits in connection with one or more of the
other Party's semiconductor integrated circuits; such recommendation can
be in the form of schematics, a list of components or any other
publication in which a Party endorses the use of its products in
conjunction with the other Party's products or technology.


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1.29. "REQUESTED DELIVERY DATE" shall mean the requested arrival date for
Products ordered by ParkerVision.


1.30. "RESTRICTED FIELDS" mean:


(1) WLAN Infrastructure Devices and WLAN Client Devices compliant with
WLAN, that support only one or more WLAN operations (single-mode
capability);
(2) WLAN Infrastructure Devices, compliant with WLAN, that support only
dual-mode operation of one or more WLAN operations with one or more WAN
operations (dual-mode capability), compliant with WAN;
(3) WLAN Infrastructure Devices and WLAN Client Devices, compliant with
WLAN, that support only dual-mode operation of one or more WLAN operations
with one or more Bluetooth operations (dual-mode capability), compliant
with Bluetooth; and/or
(4) WLAN Infrastructure Devices, compliant with WLAN, that support only
tri-mode operation of one or more WLAN operations with one or more WAN
operations with one or more Bluetooth operations (tri-mode capability),
compliant with WAN and Bluetooth.


1.31. "RF INTEGRATED CIRCUITS" OR "RF FRONT ENDS" shall mean integrated circuits
capable of receiving, transmitting, modulating, and/or converting radio
frequency signals and which, individually or collectively, perform the
functionality of a radio within a wireless application.


1.32. "STATEMENT OF WORK" OR "SOW" shall mean a written agreement executed by
and between the Parties hereunder contemplating a collaborative or joint
development of an Interface for a Collaborative Chipset.


1.33. " TI DIGITAL BASEBAND PROCESSOR" means a semiconductor device designed by
TI for the processing of digital signals in wireless applications.


1.34. "TI MANUFACTURING TECHNOLOGY" shall mean the know-how, knowledge and
technology which, collectively, represents TI's CMOS and Bi-CMOS
manufacturing process technology for RF Integrated Circuits, including,
without limitation, the design rules and test programs, used in the
production, assembly and testing of RF Integrated Circuits.


1.35. "WAFER" means a processed wafer that includes multiple Products which need
to be separated, packaged and tested.


1.36. "WAFER PROBE TEST SPECIFICATION" means the quality specification setting
forth the die size, wafer thickness and bond pad dimensions agreed upon
between the Parties for any particular Product to be supplied by TI to
ParkerVision in the form of Wafers, and any


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process control monitor circuitry parameters specifically agreed upon
between the parties in writing with regard to any such Wafers.


1.37. "WLAN" shall mean a Wireless Local Area Network that is implemented
according to and that operates within the following standards: IEEE
802.11a, IEEE 802.11b, HiperLAN1, HiperLAN2, and/or other similar
standards presently existing or developed in the future.


1.38. "WLAN CLIENT DEVICE" means hand held computers, personal data assistants
(PDAs), automatic identification data collection devices (such as bar code
scanners/readers, electronic article surveillance readers, and radio
frequency identification readers) and other similar user devices compliant
with and implementing WLAN for wireless communications.


1.39. "WLAN INFRASTRUCTURE DEVICE" means access points and other similar
devices, compliant with and implementing WLAN, and used to provide the
ability for WLAN Client Devices to connect to a wired network and/or to
provide the network functionality of a WLAN.


2. PURPOSE AND SCOPE OF THIS AGREEMENT
-----------------------------------


2.1 Subject to the terms and conditions set forth in this Agreement and the
Foundry Business Plan to be developed hereunder, (1) both Parties desire
to jointly develop Interface technology for Collaborative Chipsets in
which ParkerVision's D2D RF Integrated Circuits and TI's digital baseband
processors complement and fully exploit each other's performance
capabilities, and (2) ParkerVision agrees to first design each Product
using TI's design process rules, and TI shall manufacture RF Integrated
Circuits designed by ParkerVision.


2.2 The strategic relationship intended under this Agreement will be
sponsored, managed, reviewed and up-dated by a Management Team. The
Management Team will comprise two representatives from each Party. Each
Party reserves the right to replace its representative(s) on written
notification to the other Party.


2.3 The Management Team will meet regularly but at least twice per year. The
representatives of both Parties shall communicate between meetings as
necessary. The charter of the Management Team shall include the following
items:


o Identification of wireless applications for which the Parties intend
to develop Interface technology in accordance with a Statement of Work
hereunder.
o Review of Project status.
o Development, periodic review, and revision of the Foundry Business
Plan.


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o Review of Issues / Action items arising from the Parties' foundry
relationship.


3. REFERENCE DESIGNS
-----------------


3.1 Either Party shall be free to develop Reference Designs based on either
Party's semiconductor devices and the Interface technology to be developed
hereunder. From time to time, the Parties may discuss and decide to
jointly develop a Reference Design in accordance with the terms and
conditions provided herein. However, unless expressly provided for in this
Agreement or in a Statement of Work, nothing in this Agreement shall be
construed as an obligation on either Party to supply semiconductor devices
to the other Party or its customers, or to provide the other Party or its
customers with any technical assistance in regards to the implementation
of any such Reference Design, whether jointly developed hereunder or not.


3.2 In furtherance of the Parties' desire to promote their devices as part of
Reference Designs, each Party hereby grants to the other Party the right,
under the granting Party's tradenames and copyrights, (i) to refer to the
granting Party, in sales or technical documentation pre-approved by the
granting Party in writing, as the supplier of semiconductor devices that
are included in the other Party's or a jointly developed Reference Design
and (ii) to copy and distribute, but not modify, any technical or
commercial documentation released by the granting Party to promote the use
and sale of any such semiconductor device as part of the other Party's
Reference Design. After the effective date of a Change of Control of
ParkerVision (as defined in Section [16.5] below), the rights specified
above under sub-section (i) shall be revoked, and the rights specified
above under sub-section (ii) shall continue, except that each Party must
remove the other Party's tradenames prior to distributing the granting
Party's technical or commercial documentation described above.


PART A: DEVELOPMENT OF INTERFACES FOR WIRELESS APPLICATIONS -----------------------------------------------------------


4. JOINT DEVELOPMENT WORK
----------------------


4.1 After the execution of this Agreement, the Parties shall negotiate in good
faith Statement of Works for collaborative efforts relating to WLAN
802.11B and CDMA.


4.2 For each Interface that the Parties decide to develop for a Collaborative
Chipset hereunder, the Parties shall execute a written Statement of Work
substantially in the form of the model Statement of Work attached hereto
as Exhibit [A]. To be effective, each Statement of Work must be signed by
both Management Team representatives of both Parties. Each Statement of
Work shall set forth, at a minimum, the following technical and
operational conditions:


4.2.1 Field of Use;


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4.2.2 Functions, specifications and parameters, including those applicable
to the Field of Use, of the Interface;


4.2.3 Descriptions of the applicable Collaborative Product and
Collaborative TI Digital Baseband Processor. Such descriptions shall
be in terms of functionalityand applicable standards related to the
Field of Use. It is understood that the Collaborative Product and
the Collaborative TI Digital Baseband Processor are to be developed
independently by ParkerVision and TI, respectively, and such
independent development is outside the Project.


4.2.4 Milestones for the development work and the Point of No Return;


4.2.5 The Deliverables including, but not limited to, application notes
and Interface technology to be provided by either Party to the other
Party in the course of or at the conclusion of the Parties'
performance of the Statement of Work; for each Deliverable the
Statement of Work shall specify whether or not the Deliverable is or
contains Independent Technology owned or otherwise possessed by the
Party providing the Deliverable, subject to Section 5.3;


4.2.6 The procedures and data necessary for the testing and approval of
the development work; and


4.2.7 An indication of whether or not the Statement of Work is directed to
the Restricted Fields.


4.3 Collaborative Efforts In the Restricted Fields


When collaborating in the Restricted Fields under a Statement of Work,
ParkerVision shall be responsible for designing D2D Sub-Parts in any
Product, and integrating RF Front Ends that include one or more D2D
Sub-Parts that are designed for use in the Restricted Fields.


4.4 Termination of Development Work


Either Party may terminate for its convenience a Statement of Work
executed between the Parties at any time prior to the achievement of the
milestone designated in the applicable Statement of Work as the Point of
No Return by providing the other party with a ten (10) day prior written
notice. The foregoing right to terminate a Statement of Work for
convenience does not affect a Party's right to terminate a Statement of
Work for cause such as the other Party's breach of this Agreement or for
any other cause specified in this Agreement. A Party's termination of a
Statement of Work for convenience or for cause shall not affect the
validity of any other Statement of Work executed between the Parties
unless such other Statement of Work is expressly terminated in the notice
of termination.


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4.5 Cost of Development Work


Unless otherwise expressly provided for in a Statement of Work, each Party
shall bear all costs and expenses it may incur in preparation for, and in
the performance of, the development work provided for in a Statement of
Work. For the avoidance of any misunderstanding, and without limiting the
generality of the preceding sentence, a party's obligation to bear its own
costs and expenses shall include the costs and expenses associated with
the disclosure of Independent Technology by either Party to the other
Party pursuant to a Statement of Work.


5. OWNERSHIP OF INTELLECTUAL PROPERTY
----------------------------------


5.1 REPRESENTATION. Each Party hereby represents to the other Party that it
has, or will have prior to commencement of the development work
contemplated in any Statement of Work, valid and sufficient agreements
with its employees (which term shall include agents, consultants and
subcontractors) such that ownership of rights of all technology including,
without limitation, Interface technology developed pursuant to a Statement
of Work hereunder, shall vest with the Party for which such development
work is performed pursuant to the provisions of this Section [5].


5.2 Rights in Project IP.


5.2.1 All Project IP developed and/or implemented by ParkerVision in the
course of a Project without participation of TI's employees, agents,
consultants or subcontractors, and without the use of TI Independent
Technology, shall be the sole and exclusive property of ParkerVision
and all Intellectual Property Rights therein or resulting therefrom
shall be vested solely in ParkerVision. All such Project IP shall
hereinafter be referred to as "ParkerVision Project IP".


5.2.2 All Project IP developed and/or implemented by TI in the course of a
Project without participation of ParkerVision's employees, agents,
consultants or subcontractors, and without the use of ParkerVision
Independent Technology, shall be the sole and exclusive property of
TI and all Intellectual Property Rights therein or resulting
therefrom shall be vested solely in TI. All such Project IP shall
hereinafter be referred to as "TI Project IP".


5.2.3 All Project IP jointly developed and/or implemented by TI and
ParkerVision in the course of a Project (such Project IP shall
hereinafter be referred to as "Joint Project IP," and also referred
to as "Jointly Owned Project IP" in Exhibit C), shall be jointly
owned by ParkerVision and TI with each Party owning an undivided,
equal ownership interest in any such Joint Project IP and all
Intellectual Property Rights therein or resulting therefrom shall be
vested in ParkerVision and TI as joint and equal owners (except as
noted in Exhibit C). Subject to any


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confidentiality restrictions which may apply, each Party shall be
free to use such Joint Project IP to design, develop, make, ...