Joint Technology Development Agreement

EXHIBIT 10.10CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE FOLLOWING NOTATION: [***]. JOINT TECHNOLOGY DEVELOPMENT AGREEMENT
AMONG POLAR SEMICONDUCTOR, INC.,
SANKEN ELECTRIC COMPANY, LTD.
AND ALLEGRO MICROSYSTEMS, INC. This joint technology development agreement (this " Agreement" ) is an amendment and restatement, effective as of September 13, 2007, of the Agreement originally effective as of February 15, 2006 by and among Polar Semiconductor, Inc., a Delaware corporation (" PSI" ), Sanken Electric Company, Ltd. of Japan (" Sanken" ) and Allegro MicroSystems, Inc., a Delaware corporation (" Allegro" ). WHEREAS, PSI desires to assist Sanken and Allegro in the joint development of new technology (initially so-called " SG5 technology" ), which would be used in the manufacture of products at PSI for Sanken and Allegro; and WHEREAS, Sanken and Allegro wish to join in such joint development with PSI and each other; and WHEREAS, the Agreement effective as of February 15, 2006 has been the subject of three addenda, and the parties wish to incorporate such addenda and additional amendments effective September 13, 2007 into a single restated Agreement. NOW, THEREFORE, in consideration of the rights and responsibilities set forth herein, these three parties agree as follows: 1. Sanken and Allegro will jointly own the SG5 technology subject to the terms and conditions herein and will each pay the following amounts to PSI, according to the following schedule, for its assistance in developing the SG5 technology: Monthly Amount Date to be Paid by Each Party April 1, 2006 [***]May 1, 2006 June 1, 2006 [***]July 1, 2006 [***]August 1, 2006 [***]September 1,2006 [***]October 1, 2006 [***]November 1, 2006 [***]December 1, 2006 [***]January 1, 2007 [***]February 1, 2007 [***]March 1, 2007 [***]April 1, 2007 [***]May 1, 2007 [***]June 1, 2007 [***]July 1, 2007 [***]August 1, 2007 [***]September 1, 2007 [***]October 1, 2007 [***]November 1, 2007 [***]December 1, 2007 [***]


Monthly Amount Date to be Paid by Each Party January 1, 2008 [***]February 1, 2008 [***]March 1, 2008 [***] Total: [***] The parties acknowledge that these amounts are considered research and development expenses necessary to develop the SG5 technology and that PSI will incur costs associated with this development beyond the amounts paid by Sanken and Allegro. The parties will sign addenda containing payment for additional development services provided by PSI for SG5 and derivative technology beyond 3/08. 2. Any costs in the development of SG5 not covered by the above referenced payments from Sanken and Allegro will be incurred by PSI. PSI' s return on capital invested will come from purchases of products for Sanken and Allegro manufactured by PSI using the SG5 technology. 3. PSI will retain ownership to any intellectual property it owns before the commencement of any new technology development project with Allegro and Sanken. In addition to other amounts that Sanken and Allegro will pay to PSI pursuant to this Agreement, Sanken and Allegro will each pay to PSI [***] in compensation for a nonexclusive license for a portion of the so-called Polar 35 technology, which will be one of the technologies upon which the SG5 technology will be based. The duration of this license will be for as long as Allegro and/or Sanken use (either directly or by transfer permitted herein) the SG5 technology or any derivative thereof. 4. Sanken and Allegro on the one-hand and PSI on the other-hand will agree on reasonable prices for the product to be manufactured by PSI using the SG5 technology, which pricing should incorporate the benefits of yield improvements and cost reductions. Sanken and Allegro wi ...