Exhibit 10.58
TRANSLATION
Basic Contract on Joint Development and Grant of License This Basic Contract on Joint Development and Grant of License (hereinafter " Contract" ) is made and entered into as of November 10, 2006, by between MagnaChip Semiconductor, Ltd. (hereinafter " MC" ) and Silicon Works Co., Ltd. (hereinafter " SW" ).
Article 1 (Purpose) The Agreement is designed to define rights and obligations of the two parties in SW' s granting to MC the license to manufacture and sell the contract product as defined in Article 2 of the Contract (" Contract Product" ) that MC and SW co-developed by utilizing the technical information that SW had provided for the Contract Product (" Technical Information" ). Article 2 (Definition)
1." Contract Product" shall mean all products that MC and SW are currently co-developing and will co-develop in the future and all their Derivative Products, and product specifications for the Contract Product shall be specified in the Contract on Development of the Contract Product.
2." Derivative Product" shall mean any product whose gamma is changed from the Contract Product (in case of source driver) and any product whose design is changed from the Contract Product (reinforcement and complement of its characteristics).
3." Technical Information" shall mean any technical information, including but not limited to product specifications, test plan, assembly plan and RT plan that are required for MC to manufacture and sell the Contract Product. The Technical Information which shall be kept confidential is classified and specified as Confidential Information. The details are based on " Attachment 1." 4." Co-development" shall mean a series of development activities for which SW takes the responsibility of design for the Contract Product, MC manufactures it, SW and MC jointly validate characteristics of the products and MC completes the development in accordance with the rule on new product introduction (" NPI," hereinafter).
Article 3 (Grant of License)
1. SW shall grant to MC the license that permits MC to manufacture and sell the Contract Product using SW' s Technical Information (including license to subcontract manufacturing and re-license).
2. MC shall pay a running royalty to SW as prescribed in Article 7 of this Contract and in the Development Contract for the Contract Product in return for the grant of license as prescribed paragraph 1 of this Article.
Article 4 (Conduct development work) 1. In accordance with the Product Specification as prescribed in the Development Contract for the Contract Product, MC and SW shall conduct development work in a good faith. In case of " Derivative Product," MC and SW may determine product specification and development schedule through discussion when the development is needed.
2. When MC manufactures the Contract Product, SW shall provide needed technological support to MC based on the Technical Information prescribed in paragraph 3, Article 2 of this Contract.
TRANSLATION
3. In case the development work is hindered due to the reasons for which one of the two parties is not responsible during the development work that was being executed based on this Contract, the party shall immediately notify the other party of the disturbance and if the reason for the disturbance is not removed through mutual consultation, either of the two parties may terminate this Contract by delivering written notice to the other party without taking any responsibility for contract violation.
4. The development work stipulated in this Contract shall be deemed to be completed at the time when the Contract Product or the Derivative Product passes examination by the Quality Evaluation and Judgment Committee as stipulated in MC' s NPI, and SW shall provide utmost cooperation so that the Contract Product or Derivative Product passes the examination by the Quality Evaluation and Judgment Committee.
Article 5 (Buyer of the Contract Product)
1. The Contract Product that MC manufactured or produced in accordance with license granted under Article 3 of this Contract, shall be supplied to LG.Philips LCD Co., Ltd., before any other entity in the volume that was agreed with LG.Philips LCD Co., Ltd.
2. After fulfilling the supply obligation to LG.Philips LCD Co., Ltd., stipulated in Article 1 of the Contract, MC may sell the Contract Product to a third party without any restriction, under the condition that when MC sells the Contract Product to a third party, the timing shall be six (6) months or more after LG.Philips LCD Co., Ltd. conducted the first mass production of LCD modules that have the Contract Product attached.
Article 6 (Provision of Technical Information) 1. SW shall provide Technical Information on the Contract Product as prescribed in Attachment 1 to MC under its responsibility and at its cost as per procedures and methods mutually agreed between the two parties.
2. MC may ask for additional Technical Information without charge that is required to manufacture and sell the Contract Product through consultation with SW, and SW shall respond to such request.
Article 7 (Payment of running royalty)
1. MC shall pay a run ...
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