Sequans Communications SC TO-T/A, filed Oct 4, 2023
Sequans Communications (SQNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sequans Communications S.A.
(Name of Subject Company (Issuer))
Renesas Electronics Europe GmbH
a wholly owned subsidiary of
Renesas Electronics Corporation
(Name of Filing Person—Offeror)
American Depositary Shares, each representing four (4) Ordinary Shares, nominal value €0.01 per share
Ordinary Shares, nominal value €0.01 per share
(Title of Class of Securities)
817323207*
(CUSIP Number of Class of Securities)
Takahiro Homma
Renesas Electronics Corporation
3-2-24 Toyosu, Koto-ku, Tokyo 135-0061, Japan
+81-3-6773-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Jon A. Olsen
Jean A. Lee
Goodwin Procter LLP
520 Broadway, Suite 500
Santa Monica, CA 90401
(424) 252-6400
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☒ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
| * | This CUSIP number is assigned to the subject company’s American Depositary Shares, each representing four Ordinary Shares. |
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.
This Amendment No. 1 (this “Amendment”) amends and supplements the combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO filed by Renesas Electronics Europe GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”), and a direct wholly-owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent”), with the U.S. Securities and Exchange Commission on September 11, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding ordinary shares, nominal value €0.01 per share (each, an “Ordinary Share,” and collectively, the “Ordinary Shares”), including Ordinary Shares represented by American Depositary Shares (each of which represents four Ordinary Shares) (each, an “ADS,” and collectively, the “ADSs”), and Ordinary Shares issuable upon the exercise of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares (collectively, the “Company Shares”), of Sequans Communications S.A., a société anonyme organized under the laws of France (“Sequans”), for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”), in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase attached to this Schedule TO as Exhibit (a)(1)(A) (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal,” and together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(B) and (a)(1)(C), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
The Schedule TO is hereby amended and supplemented as follows:
Items 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
| 1. | The information set forth in the third paragraph of cover page of the Offer to Purchase is hereby amended and restated in its entirety to read as follows: |
“The Offer is being made pursuant to that certain Memorandum of Understanding, dated as of August 4, 2023, by and between Parent and Sequans as amended by Amendment No. 1 to the Memorandum of Understanding, dated September 2, 2023 (as it may be further amended, restated or supplemented from time to time in accordance with its terms, the “MoU”). Under the terms of the MoU, the Offer is subject to the satisfaction or waiver of various conditions, including (i) that immediately prior to the expiration of the Offer, the number of Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered pursuant to the Offer (and not properly withdrawn prior to the expiration of the Offer, but excluding ADSs tendered pursuant to Notices of Guaranteed Delivery but not yet delivered (see “The Tender Offer—Procedures for Tendering into the Offer—Guaranteed Delivery Procedures” for further information)), Unsellable Company Shares (as defined in “Special Factors— Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Treatment of Equity Awards”) for which the Unsellable Share Liquidity Mechanism (as defined in “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Treatment of Equity Awards”) has been entered into (and not properly withdrawn prior to the expiration of the Offer) and which underlying Unsellable Company Shares will cease to be subject to a lock-up period within three months following the time that Purchaser accepts for payment and pays for the Company Shares validly tendered pursuant to the Offer that have not been properly withdrawn (the “Offer Acceptance Time”) and Ordinary Shares then beneficially owned by Parent, Purchaser or Sequans (if any), represents at least 90% (or, in Parent or Purchaser’s sole discretion, a lower percentage provided that in no event will such percentage be lower than 67%) of, without duplication, (a) all Ordinary Shares (including Ordinary Shares represented by ADSs and any Unsellable Company Shares) then outstanding plus (b) all Ordinary Shares issuable upon the exercise, conversion or exchange of any options, warrants, convertible notes, restricted share awards, stock appreciation rights, or other rights to acquire Ordinary Shares then outstanding (other than shares issuable pursuant to two convertible promissory notes issued by Sequans due April 9, 2024 and April 16, 2024, respectively (the “Convertible Notes”)), regardless of whether or not then vested, but, in each case, after giving effect to the cancellation of any options, restricted shares or warrants in the manner set forth in the MoU (the “Minimum Condition”) (see “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Conditions of the Offer”); (ii) that certain regulatory approvals have been granted or obtained, unless waived by Parent in its sole discretion (see “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Regulatory Approvals; Efforts”) and (iii) Parent’s receipt of confirmation of the tax treatment regarding the Post-Offer Reorganization (as defined below) from Japanese tax authorities (see “The Tender Offer—Conditions of the Offer”). The Offer is subject to other important conditions set forth in this Offer to Purchase (see “The Tender Offer—Conditions of the Offer”). There is no financing condition to the Offer.”
| 2. | The information set forth in the section of the Offer to Purchase entitled “Questions and Answers—What is the “Minimum Condition” to the Offer?” on page 12 is hereby amended and restated in its entirety to read as follows: |
“We are not obligated to accept for payment or pay for any validly tendered Ordinary Shares or ADSs unless, immediately prior to the expiration of the Offer, the number of Ordinary Shares (including Ordinary Shares represented by the ADSs) validly tendered pursuant to the Offer (and not properly withdrawn prior to the expiration of the Offer, but excluding ADSs tendered pursuant to Notices of Guaranteed Delivery but not yet delivered (see “The Tender Offer—Procedures for
Tendering into the Offer—Guaranteed Delivery Procedures” for further information)), Unsellable Company Shares (as defined in “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Treatment of Equity Awards”) for which the Unsellable Share Liquidity Mechanism (as defined in “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Treatment of Equity Awards”) has been entered (and not properly withdrawn prior to the expiration of the Offer and which underlying Unsellable Company Shares will cease to be subject to a lock-up period within three months following the time that Purchaser accepts for payment and pays for the Company Shares validly tendered pursuant to the Offer that have not been properly withdrawn (the “Offer Acceptance Time”)) and Ordinary Shares then beneficially owned by Parent, Purchaser or Sequans (if any), represents at least 90% (or, in Parent or Purchaser’s sole discretion, a lower percentage provided that in no event will such percentage be lower than 67%) of, without duplication, (a) all Ordinary Shares (including Ordinary Shares represented by ADSs and any Unsellable Company Shares) then outstanding plus (b) all Ordinary Shares issuable upon the exercise, conversion or exchange of any options, warrants, convertible notes, restricted share awards, stock appreciation rights, or other rights to acquire Ordinary Shares then outstanding (other than shares issuable pursuant to two convertible promissory notes issued by Sequans due April 9, 2024 and April 16, 2024, respectively), regardless of whether or not then vested, but, in each case, after giving effect to the cancellation of any options, restricted shares or warrants in the manner set forth in the MoU (the “Minimum Condition”) (see “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Conditions of the Offer”). See “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding—Treatment of Equity Awards” for a further description of various option and warrant liquidity mechanisms.”
| 3. | The information set forth in the section of the Offer to Purchase entitled “Questions and Answers—If Purchaser successfully completes the Offer, what will happen to the Sequans Board?” is hereby amended and supplemented to add, after the first paragraph in such section on page 18, the following: |
“Each of Zvi Slonimski, Hubert de Pesquidoux, Yves Maitre, Dominique Pitteloud, Wesley Cummins, Richard Nottenburg and Maria Marced-Martin have agreed to resign from the Sequans Board, each of which is subject to and effective only as of the Offer Acceptance Time. Dr. Georges Karam and Sailesh Chittipeddi will remain on the Sequans Board.
Subject to approval by Sequans’ shareholders at the Combined Meeting, Stephanie Sessler, Director F&A of Purchaser, is expected to be appointed to the Sequans Board upon the Offer Acceptance Time.
If the Offer is not consummated and/or the Offer Acceptance Time does not occur, the resignations of the current directors will have no effect and the appointment of Stephanie Sessler will not occur.”
| 4. | The information set forth in the section of the Offer to Purchase entitled “Special Factors—Background” is hereby amended and supplemented to add, after the last paragraph in such section on page 34, the following: |
“During August and September 2023, the Company instructed Needham & Company to reach out to potential investors regarding a potential debt financing to provide working capital to fund the Company’s operations pending the completion of the Offer since the Company did not expect to have sufficient liquidity to fund its current operations beyond the beginning of October. The Company did not receive any initial indications of interest for a debt financing, but 272 Capital, a fund associated with Mr. Cummins, proposed to purchase up to $10 million of ADSs to address the Company’s urgent liquidity needs. Since the interim operating covenants in the Memorandum of Understanding do not permit the Company to sell ADSs during the pendency of the Offer, the Company requested consent from Parent. Subsequent to the initial consent request, the Company received a term sheet for a secured note financing, but, after consultation with Parent, the Company determined that the proposal to sell ADSs to 272 Capital was preferential to the debt term sheet.
On September 22, 2023, Parent consented, pursuant to the Memorandum of Understanding, to the issuance and sale by the Company of ADSs in an amount not to exceed U.S. $6.0 million in the aggregate to 272 Capital or an affiliated fund. The financing transaction closed on October 2, 2023. The Company expects to use the proceeds from the financing transaction to partially fund operations. See “Item 3. Past Contacts, Transactions, Negotiations and Agreements—(b) Arrangements with Directors and Executive Officers of Sequans—Affiliated Ownership and Financing Arrangement” of the Schedule 14D-9.
| 5. | The information set forth in the first paragraph of the section of the Offer to Purchase entitled “Special Factors—Purpose of and Reasons for the Offer; Plans for Sequans—Post Transaction Executive Officer Arrangements” on page 35 is hereby amended and restated in its entirety to read as follows: |
“Parent and Dr. Karam are expected to enter into a managing director agreement, pursuant to which, in connection with the closing of the Offer, Dr. Karam would continue to serve as the managing director (directeur general) of the Company or an affiliate thereof. Pursuant to such managing director agreement, it is expected that all of Dr. Karam’s restricted shares would accelerate upon the consummation of the transactions contemplated by this Offer, except that Dr. Karam would forfeit a number of restricted shares with a value equal to $1 million; Dr. Karam would waive his right to severance under
Section 7 of his managing director agreement (discussed below under “Interests of Certain Sequans Directors and Executive Officers in the Offer—Managing Director Agreement with Georges Karam—Severance arrangements”); and Dr. Karam would have the title of Corporate Vice President, would receive an annual fixed compensation of €400,000, would be eligible to receive cash variable compensation with a target value equal to 100% of his fixed compensation (prorated for any incomplete year), would receive $1.3 million worth of Parent performance-based vesting restricted stock units and an additional $1.0 million worth of Parent dual time- and performance-based vesting restricted stock units, and would receive three months’ notice in the event of dismissal. In certain termination circumstances, Dr. Karam would also receive severance entitlement substantially comparable with his existing managing director agreement (provided that the closing of the Offer would not trigger severance), and would be subject to an 18 month non-compete obligation (in addition to his three year closing-related non-compete obligation), provided that he will be eligible to receive fifty percent (50%) of his fixed compensation as continued compensation during such 18 month period (reduced by any severance payments). Dr. Karam would also receive standard Directors & Officers insurance coverage. The above is a summary of certain key terms of the managing director agreement as included in the term sheet for post-Offer employment of Dr. Karam. This summary is qualified in its entirety by reference to the term sheet itself, which was filed by Sequans as Exhibit (d)(1) to its Schedule 14D-9/A filed with the SEC on October 4, 2023, and which is incorporated herein by reference.”
| 6. | The information set forth in the section of the Offer to Purchase entitled “Special Factors—Position of Parent and Purchaser Regarding Fairness of the Offer” is hereby amended and supplemented to add, after the last paragraph on page 37 of the Offer to Purchase, the following: |
“Additionally, the Purchaser Parties did not consider the liquidation value or net book value of the Company. The liquidation value was not considered because Sequans is a viable going concern and Parent has no plans to liquidate Sequans. The net book value was not considered because the Purchaser Parties believe that the net book value is not a material indicator of the value of the Company as a going concern because it does not take into account the Company’s future prospects, market conditions, trends in the Company’s industry or the business risks inherent in competing with other companies in that industry. Therefore, the Purchaser Parties believe that each of the liquidation value and net book value of Sequans is irrelevant to a determination as to whether the Offer is fair to the Unaffiliated Shareholders.”
| 7. | The information set forth in the first bullet point under the section of the Offer to Purchase entitled “Special Factors—Memorandum of Understanding; Other Agreements—Conditions of the Offer” on page 41 is hereby amended and restated in its entirety to read as follows: |
“As of immediately prior to the expiration of the Offer (including any extensions in accordance with the MoU), the number of Ordinary Shares (including ADSs representing Ordinary Shares) validly tendered pursuant to the Offer (and not properly withdrawn prior to the expiration of the Offer, but excluding ADSs tendered pursuant to Notices of Guaranteed Delivery but not yet delivered (see “The Tender Offer—Procedures for Tendering into the Offer—Guaranteed Delivery Procedures” for further information)), Unsellable Company Shares (as defined below) for which the Unsellable Share Liquidity Mechanism (as defined below) has been entered and not properly withdrawn prior to the expiration of the Offer and which underlying Unsellable Company Shares will cease to be subject to a lock-up period within three months following the time Purchaser accepts payment and pays for the Company Shares validly tendered pursuant to the Offer, and together with the Ordinary Shares then beneficially owned by Parent or Purchaser (if any), represents at least 90% (or in Parent or Purchaser’s sole discretion, a lower percentage; provided that in no event will such percentage be lower than 67%) of, without duplication, (i) all of the Ordinary Shares (including ADSs representing Ordinary Shares and any Unsellable Company Shares) then outstanding (including any Ordinary Shares held in escrow), plus, (ii) all of the Ordinary Shares issuable upon the exercise, conversion or exchange of any options, warrants, convertible notes, stock appreciation rights or other rights to acquire Ordinary Shares then outstanding (other than shares issuable pursuant to two convertible promissory notes issued by Sequans due April 9, 2024 and April 16, 2024, respectively (the “Convertible Notes”)), regardless of whether or not then vested but, in each case, after giving effect to the cancellation of any outstanding options to purchase Company Shares (“Company Share Option”), restricted shares or warrants in the manner set forth in the MoU (the “Minimum Condition”). Notwithstanding any provision in the Offer to the contrary, neither Parent nor Purchaser, nor any other Person, may waive the Minimum Condition without the prior written consent of the Company.”
| 8. | The information set forth in the last paragraph of the section of the Offer to Purchase entitled “The Tender Offer—Terms of the Offer—Subsequent Offering Period” on page 61 is hereby amended and restated in its entirety to read as follows: |
“Following the expiration of the Offer, if the Minimum Condition is satisfied and Purchaser accepts all the Company Shares tendered in the Offer, Purchaser intends to, during the Subsequent Offering Period, purchase the Ordinary Shares underlying any untendered ADSs held by the ADS Depositary in exchange for the Offer Price, provided that the appropriate notice of termination has been promptly delivered to the holders of ADSs by the ADS Depositary. In such instance, the ADS Depositary will cancel any untendered ADSs and tender the Ordinary Shares underlying such ADSs to Purchaser in exchange for the Offer Price, and the ADS Depositary will hold such aggregate cash payment for the benefit of the holders of such non-tendered ADSs (see “The Tender Offer—Possible Effects of the Offer on the Market for ADSs; NYSE Listing; Exchange Act Registration; Termination of the ADS Deposit Agreement; The Post-Offer Reorganization; Margin Regulations”).”
| 9. | The information set forth in the second paragraph of the section of the Offer to Purchase entitled “The Tender Offer—Terms of the Offer—Withdrawal Rights” on page 68 is hereby amended and restated in its entirety to read as follows: |
“You may withdraw your tender of Ordinary Shares or ADSs at any time before one minute after 11:59 p.m., New York City time, on the Expiration Date. Unless we have accepted your Ordinary Shares or ADSs for payment as provided in the Offer, you may also withdraw your tendered Ordinary Shares or ADSs (i) pursuant to Section 14(d)(5) of the Exchange Act, at any time after November 10, 2023, which is the 60th day after the commencement of the Offer and (ii) at any time after the expiration of the Subsequent Offering Period.”
| 10. | The information set forth in the section of the Offer to Purchase entitled “The Tender Offer— Possible Effects of the Offer on the Market for ADSs; NYSE Listing; Exchange Act Registration; Termination of the ADS Deposit Agreement; The Post-Offer Reorganization; Margin Regulations—The Post-Offer Reorganization—The Appointments” is hereby amended and supplemented to add, after the first paragraph in such section on page 79, the following: |
“Each of Zvi Slonimski, Hubert de Pesquidoux, Yves Maitre, Dominique Pitteloud, Wesley Cummins, Richard Nottenburg and Maria Marced-Martin have agreed to resign from the Sequans Board, each of which is subject to and effective only as of the Offer Acceptance Time. Dr. Georges Karam and Sailesh Chittipeddi will remain on the Sequans Board.
Subject to approval by Sequans’ shareholders at the Combined Meeting, Stephanie Sessler, Director F&A of Purchaser, is expected to be appointed to the Sequans Board upon the Offer Acceptance Time.
If the Offer is not consummated and/or the Offer Acceptance Time does not occur, the resignations of the current directors will have no effect and the appointment of Stephanie Sessler will not occur.”
| 11. | The information set forth in the first paragraph of the section of the Offer to Purchase entitled “The Tender Offer— Possible Effects of the Offer on the Market for ADSs; NYSE Listing; Exchange Act Registration; Termination of the ADS Deposit Agreement; The Post-Offer Reorganization; Margin Regulations—The Post-Offer Reorganization—The Merger Squeeze Out” on page 81 is hereby amended and restated in its entirety to read as follows: |
“Subject to Parent electing, in its sole discretion, to not effect the Post-Merger Reorganization, prior to the Merger Squeeze Out (as defined below), Parent will (to the extent not already done so, as the case may be) cause Purchaser to change its legal form from a German limited liability (Gesellschaft mit beschränkter Haftung) into a German stock corporation (Aktiengesetz) organized under German law pursuant to Sections 190 et seqq. of the German Companies Transformation Act (Umwandlungsgesetz). Following the Demerger and the Merger, Purchaser plans to effectuate a merger of German Merger Sub with and into Purchaser pursuant to Section 62 para. 1 of the German Companies Transformation Act (Umwandlungsgesetz) by way of conclusion of a merger agreement (Verschmelzungsvertrag) between German Merger Sub as transferring entity and Purchaser as assuming entity followed by the resolution of the shareholders’ meeting (Hauptversammlung) of German Merger Sub to request the transfer of all shares of German Merger Sub held by persons other than Purchaser to Purchaser pursuant to Section 62 para. 5 of the German Companies Transformation Act (Umwandlungsgesetz) in conjunction with Sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz) against payment of statutory compensation in accordance with German law (the “Merger Squeeze Out”).”
| 12. | The information set forth in the section of the Offer to Purchase entitled “The Tender Offer—Legal Matters; Required Regulatory Approvals—Regulatory Approvals—United Kingdom” is hereby amended and supplemented to add, after the first paragraph in such section on page 88, the following: |
“On September 14, 2023, the filing was made with the National Security Authority. Following the National Security Authority’s acceptance of the filing on September 18, 2023, the National Security Authority has begun a 30 working day assessment period, after which the National Security Authority will either (i) notify the parties that no further action will be taken in relation to transactions contemplated by the MoU, or (ii) issue a call in notice for the in-depth review of the contemplated transaction. In the event that the National Security Authority has opted for option (ii), it then has an additional 30 working days, extendable in its sole discretion by a further 45 working days, to either prohibit the contemplated transaction or to allow the transaction to proceed without any condition or to proceed only subject to the provision of certain conditions. Those timings do not take into account any potential stop-the-clock.”
| Item 12. | Exhibits. |
Item 12 is hereby amended and supplemented by adding the following exhibits:
Index No.
| (d)(7)†*# | LTE Technology Access and License Agreement, by and between Sequans and Parent, dated September 3, 2020. | |
| (d)(8)†*# | 5G Technology Access and License Agreement, by and between Sequans and Parent, dated November 30, 2020. | |
| (d)(9)†*# | IP License Agreement, by and between Sequans and Silicon and Software Systems Limited, a subsidiary of Parent, dated October 22, 2010. | |
| (d)(11) | Term sheet for Post-Offer employment of Dr. Georges Karam (incorporated by reference to Exhibit (d)(1) to the Schedule 14D-9/A filed by Sequans with the Securities and Exchange Commission on October 4, 2023). | |
| # | Filed herewith. |
| * | Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. Parent hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished. |
| † | Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Exchange Act. |
| Item 13. | Information Required by Schedule 13E-3. |
The following sets forth information required by Schedule 13E-3 that has not already been set forth in Items 1-12 above. The information set forth in the Offer to Purchase is incorporated herein by reference to the items required by Schedule 13E-3.
| Item 4. | Terms of the Transaction. |
| 1. | The information set forth in the third paragraph of the section of the Offer to Purchase entitled “Special Factors—Appraisal Rights; Rule 13e-3” on page 54 is hereby amended and restated in its entirety to read as follows: |
“Because Parent is an affiliate of Sequans, the transactions contemplated by the MoU constitute a “going private transaction” under Rule 13e-3 under the Exchange Act. Rule 13e-3 requires, among other things, that certain financial information concerning Sequans and certain information relating to the fairness of the Offer and the consideration offered to the Unaffiliated Shareholders be filed with the SEC and disclosed to the Unaffiliated Shareholders. Parent has provided such information in this Offer to Purchase and combined Tender Offer Statement on Schedule TO and Transaction Statement on Schedule 13E-3 and the exhibits thereto filed with the SEC pursuant to Rules 14d-3 and 13e-3 under the Exchange Act.”
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
| 1. | The information set forth in the section of the Offer to Purchase entitled “Special Factors—Purpose of and Reasons for the Offer; Plans for Sequans—Going Private Transaction” on page 34 is hereby amended and restated in its entirety to read as follows: |
“The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which is applicable to the MoU or another business combination following the purchase of Ordinary Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Ordinary Shares not held by it. Because Parent is an affiliate of Sequans, the transactions contemplated by the MoU constitute a “going private transaction” under Rule 13e-3 under the Exchange Act (see “Special Factors—Appraisal Rights; Rule 13e-3”). Rule 13e-3 requires, among other things, that certain financial information concerning Sequans and certain information relating to the fairness of the Offer and the consideration offered to the Unaffiliated Shareholders be filed with the SEC and disclosed to the Unaffiliated Shareholders. Parent has provided such information in this Offer to Purchase and combined Tender Offer Statement on Schedule TO and Transaction Statement on Schedule 13E-3 and the exhibits thereto filed with the SEC pursuant to Rules 14d-3 and 13e-3 under the Exchange Act.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 4, 2023
| RENESAS ELECTRONICS EUROPE GmbH | ||
| By: | /s/ Carsten Jauch | |
| Name: | Carsten Jauch | |
| Title: | Managing Director | |
| RENESAS ELECTRONICS CORPORATION | ||
| By: | /s/ Shuhei Shinkai | |
| Name: | Shuhei Shinkai | |
| Title: | Senior Vice President and CFO | |
Exhibit (d)(7)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
| SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION LTE TECHNOLOGY ACCESS AND LICENSE AGREEMENT |
This is an LTE Technology Access and License Agreement (the “TALA”) dated as of September 3, 2020 (the “Effective Date”), between
1°. - SEQUANS COMMUNICATIONS, French company incorporated under the form of Société Anonyme, registered with the NANTERRE CORPORATE REGISTER (R.C.S.) under the number 450 249 677, and having its registered office located at 15-55 boulevard Charles de Gaulle, 92700 Colombes (France), hereafter referred to as « SEQUANS »,
and
2°. RENESAS ELECTRONICS CORPORATION, a company incorporated under the laws of Japan, having its registered office located at TOYOSU FORESIA, 3-2-4 Toyosu, Koto-ku, Tokyo 135-0061 (Japan), on behalf of itself and its subsidiaries and affiliates, hereafter referred to as the “LICENSEE”,
Together referred to as “THE PARTIES”
WHEREAS,
SEQUANS’ business is designing, developing, selling and licensing system-on-chip solutions for 4G wireless systems based on the LTE (Long Term Evolution) standard. In particular, SEQUANS has developed a user equipment station solution for LTE, the “UE SOLUTION”, whose features are detailed under Exhibit A attached hereto.
The UE SOLUTION has been developed by SEQUANS in order to be used as a whole, including both its software and hardware (i.e. the system-on-chip) components.
LICENSEE has expressed the wish to obtain a license of the UE SOLUTION for the purpose of developing and distributing its own products incorporating such UE SOLUTION.
NOW THEREFORE, THE PARTIES have agreed upon the terms and conditions of such license as set forth herein.
1
SECTION 1. DEFINITIONS
| 1.1 | “BUSINESS PRACTICES”: all information relating to business plans, financial information, products, services, manufacturing processes and methods, costs, sources of supply, advertising and marketing plans, customer lists, sales, profits, pricing methods, personnel, and business relationships. |
| 1.2 | “CONFIDENTIAL INFORMATION”: all information proprietary to SEQUANS or to LICENSEE, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection, or protected as an unpublished or published work under applicable laws. Confidential Information also includes information relating to the INTELLECTUAL PROPERTY and Business Practices of SEQUANS or LICENSEE. Confidential Information does not include information which (1) was already known to a party prior to its contact with the other party, (2) becomes generally available to the public other than through a breach of this LICENSE, (3) is furnished to a party by a third party who is lawfully in possession of such information and who lawfully conveys that information, or (4) is subsequently developed by a receiving party (the “Receiving Party”) independently, as established by the party’s written records, of the information received from the disclosing party (the “Disclosing Party”). |
| 1.3 | “STANDARD ESSENTIAL IPR” means those claims of patents, patent applications, or any other intellectual property rights that would necessarily be infringed by remaining compliant with the3GPP standard including optional implementations thereof provided for in the standards on technical but not commercial grounds taking into account normal technical practice and the state of art generally available at the time of standardization. |
| 1.4 | “INTELLECTUAL PROPERTY”: all information relating to research and development, inventions, discoveries, developments, improvements, methods and processes, know-how, drawings, blueprints, specifications, product briefs, algorithms, computer programs and software, works, concepts, designs, ideas, presentation materials, outlines, scripts, text, sketches, photographs, logos, graphics, prototypes, models, samples, screens, molds, lasts, patents, copyrights, trademarks, trade names, trade secrets, formulae, writings, notes, and all other creative materials created and produced by a party. |
| 1.5 | “LICENSE FEE”: the fee to be paid by LICENSEE to SEQUANS in consideration of the license granted in section 2. |
| 1.6 | “LICENSEE PRODUCT”: a product designed by or for the LICENSEE and which incorporates the LICENSED SOLUTION. |
| 1.7 | “SEQUANS TECHNOLOGY”: SEQUANS Deliverables, SOFTWARE BINARY CODE, SOFTWARE SOURCE CODE, SoC, Reference design, any other SEQUANS CONFIDENTIAL INFORMATION and any INTELLECTUAL PROPERTY Rights associated with the foregoing. |
| 1.8 | “SoC”: SEQUANS User Equipment System-on-Chip component suitable for applications compliant with the LTE standard and detailed under Exhibit A. |
| 1.9 | “SOFTWARE”: the user equipment software package comprising SOFTWARE BINARY CODE and SOFTWARE SOURCE CODE. |
| 1.10 | “SOFTWARE BINARY CODE”: the SOFTWARE binary code described in Exhibit B. |
| 1.11 | “SOFTWARE SOURCE CODE”: the SOFTWARE source code described in Exhibit B. |
| 1.12 | “SEQUANS COMMUNICATIONS STANDARD TERMS AND CONDITIONS OF PRODUCT SALE”: the standard terms and condition that apply to sales of Sequans’ chip products, appended as Exhibit D hereto. In case of conflict with the provisions of SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF PRODUCT SALE, the terms of this TALA shall prevail. |
| 1.13 | “LICENSED SOLUTION”: the hardware and software developed by SEQUANS described in Exhibit A and Exhibit B. |
SECTION 2. SCOPE - LICENSE GRANT - RESTRICTIONS
| 2.1. | License Grant: Subject to the terms and conditions of this TALA, SEQUANS grants to LICENSEE, and LICENSEE hereby accepts, a non-exclusive, perpetual, worldwide and non-transferable right to use LICENSED SOLUTIONS that LICENSEE purchases from SEQUANS exclusively to: |
| 2.1.1 | internally develop and design LICENSEE PRODUCTS, |
| 2.1.2 | use the SOFTWARE BINARY CODE, exclusively in connection with the LICENSED SOLUTION and the development, and manufacture of LICENSEE PRODUCTS, |
| 2.1.3 | modify or adapt or have modified and adapted the SOFTWARE SOURCE CODE, exclusively in connection with the Licensed SOLUTION and LICENSEE’S PRODUCT, |
offer for sale and sell, have sold or otherwise distribute or have distributed the LICENSEE PRODUCTS incorporating the LICENSED SOLUTION; and thus sub-license to its customers worldwide the use of the LICENSED SOLUTION as a part of LICENSEE PRODUCTS purchased by such customers, including all new releases of the SOFTWARE BINARY CODE provided to LICENSEE in connection with maintenance services as referred to under section 6 “MAINTENANCE AND SUPPORT SERVICES/WARRANTY - FEES,” and all modifications and adaptations thereto made by LICENSEE.
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| 2.2 | Sublicense to Contractors. |
With advance notice to SEQUANS, LICENSEE may temporarily release the SOFTWARE BINARY CODE to a third-party contractor, whether a manufacturing contractor or a design services contractor, which shall not be a competitor of SEQUANS, solely to exploit the SOFTWARE BINARY CODE as provided above in section 2.1, and provided such third-party contractor agrees in writing to terms and conditions including restrictions on disclosure and use of the Licensed SOLUTION that are at least as restrictive as are contained in this Agreement, and further agrees to return all copies of such SOFTWARE BINARY CODE to LICENSEE at the conclusion of the use of the SOFTWARE BINARY CODE pursuant to section 2.1.
The notice to SEQUANS shall be in the form of Exhibit E and shall be communicated to the [***] by [***] Colombes, France). The notice is effective when confirmed by SEQUANS.
LICENSEE SHALL REMAIN SOLELY LIABLE FOR ANY BREACH OF CONTRACT BY LICENSEE’S CONTRACTORS.
| 2.3 | Restrictions |
All INTELLECTUAL PROPERTY rights and other proprietary rights of SEQUANS not expressly granted to LICENSEE in this TALA are expressly reserved by SEQUANS. The LICENSEE shall not acquire any title, copyright or other proprietary rights in the LICENSED SOLUTION other than specified in this TALA.
LICENSEE undertakes both to inform SEQUANS of any contemplated modification of the SOFTWARE SOURCE CODE and to specify the module(s) to be modified, such information to be provided before such intended modification and pursuant to the process defined under section 2 “Access to On-Line Technical Support” of Exhibit C “Maintenance and Support Services” appended hereto. Except as otherwise agreed upon by the parties, SEQUANS will have no obligation, responsibility, or liability for modules that been modified by LICENSEE and will not be required to maintain the modified codes.
LICENSEE ACKNOWLEDGES THAT THE SOFTWARE (BINARY CODE AND SOURCE CODE) AND THE SOC COMPOSING THE LICENSED SOLUTION SHALL NEVER BE USED SEPARATELY, SO AS TO PRESERVE THE INTEGRITY OF THE UE SOLUTION (THE MAJOR RULE):
| ☐ | ANY FAILURE TO RESPECT THIS MAJOR RULE SHALL CONSTITUTE A MAJOR BREACH OF THE PRESENT LICENSE, AND SEQUANS MAY TERMINATE THE AFORESAID LICENSE AFTER PRIOR NOTICE TO LICENSEE AND A REASONABLE OPPORTUNITY TO CURE THE BREACH OR DEFAULT, NOTWITHSTANDING THE RIGHT OF SEQUANS TO CLAIM FOR ANY COMPENSATORY DAMAGES WITH RESPECT TO LICENSEE’S BREACH OF THE MAJOR RULE; |
| ☐ | LICENSEE SHALL REMAIN LIABLE FOR ANY INFRINGEMENT OF SUCH MAJOR RULE, EITHER BY LICENSEE ITSELF OR ITS EMPLOYEES, AGENTS, PRINCIPALS AND INDEPENDENT CONTRACTORS. |
LICENSEE shall reproduce and include any and all copyright notices and proprietary rights legends that are included with the SOFTWARE.
LICENSEE acknowledges that the SOFTWARE contains open source code (e.g., source code subject to a GNU GPL license) and that specific license terms should consequently be applied. The open source code incorporated into the SOFTWARE and the rules that apply to it are described in Exhibit B. LICENSEE acknowledges that in no event shall SEQUANS be liable for any and all damages caused by LICENSEE or its customers in connection with the failure to comply with the applicable open source license terms.
LICENSEE shall not offer for sale, sell, transfer or distribute LICENSED SOLUTION or any portion thereof, except when incorporated in LICENSEE PRODUCTS.
THIS TALA WILL AUTOMATICALLY TERMINATE UPON LICENSEE’S TRANSFER OF ANY COPY OF THE SOFTWARE TO ANOTHER PARTY (IF NOT INTENDED FOR EVALUATION, DEVELOPMENT OR TESTING OF LICENSEE PRODUCT OR FOR INCORPORATION IN THE LICENSEE PRODUCT).
Access to the SOFTWARE shall be limited to LICENSEE’S employees and internal contractors who (i) require access to the SOFTWARE for the purpose of developing or testing LICENSEE PRODUCT, and (ii) have signed nondisclosure agreements in which such employees or contractors agree to protect third party confidential information on terms no less stringent than those set forth herein.
LICENSEE shall protect the SOFTWARE from unauthorized access, reproduction, disclosure or use. In the event LICENSEE becomes aware of any unauthorized use or disclosure of the SOFTWARE, LICENSEE shall notify SEQUANS immediately in writing and shall give full cooperation, at LICENSEE’S expense, to minimize the effects of such unauthorized use or disclosure.
LICENSEE shall not, nor permit others to, reverse engineer, decompile, or disassemble the SOFTWARE BINARY CODE, nor shall LICENSEE, nor permit others to, reduce the binary materials or any component thereof to human-readable or non-binary form.
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[***]
[***]
SECTION 3. SOFTWARE DELIVERY
Upon execution of this TALA, SEQUANS will deliver the SOFTWARE BINARY CODE and SOFTWARE SOURCE CODE, as described in Exhibit B, to LICENSEE by communicating the access codes to an FTP server or cloud portal.
SECTION 4. LICENS’E FEES - LATE PAYMENT FEES
4.1 LICENSED SOLUTION License Fees:
The fee of [***] for the license granted in section 2 (“License Fee”) shall be waived subject to the limitations set forth below:
| • | [***] |
| • | [***] |
[***]
[***]
[***]
SECTION 5. Purchase of Product
Any sale of SoCs or reference design boards to LICENSEE shall be governed by the following, in order of priority:
| 1. | the provisions contained herein including but not limited to the product pricing set forth in Exhibit F, mutatis mutandis, except sections 3, 4 and 6; and then |
| 2. | the terms and conditions in Exhibit D, unless the Parties agree in writing upon other specific terms and conditions. |
SECTION 6. MAINTENANCE AND SUPPORT SERVICES/WARRANTY - FEES
6.1 Warranty:
SEQUANS warrants to LICENSEE that the LICENSED SOLUTION will perform substantially in accordance with the applicable features specified in Exhibit A for one (1) year following SOFTWARE delivery (the “Warranty Period”).
SEQUANS warrants that the information provided under Exhibit B is complete and accurate. SEQUANS warrants that is in compliance with all applicable license terms for open source software used in the SOFTWARE.
6.2 Maintenance and support services and related fees:
During the Warranty Period, Sequans will provide the maintenance and support services described in Exhibit C (“MS Services”) without charge.
After the expiration of the Warranty Period, upon written request from LICENSEE, SEQUANS will provide MS Services for additional one year terms in consideration of the payment by LICENSEE of annual maintenance fees amounting to [***] per year. The MS Services period shall automatically renew for subsequent one-year periods. LICENSEE may terminate the MS Services by notifying the other Party in writing at least ten (10) business days before the start of a new MS Services period. If the [***]
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As regards following years, the maintenance fees shall be subject to the reductions detailed hereafter with respect to the units of SoC purchased in the prior year by LICENSEE:
[***]
Should LICENSEE require development or other services not included in the MS Services, the Parties agree to negotiate in good faith the required Statement of Work and related fees.
LICENSEE will pay the MS Services fees applicable to a given one-year period within forty five (45) days of receipt of SEQUAN’s invoice.
In the event that such fees remain unpaid for sixty (60) days after LICENSEE’s receipt of SEQUAN’s invoice, SEQUAN may suspend all MS Services until such time as the fees have been paid by LICENSEE.
6.3 Exclusions:
LICENSEE hereby acknowledges that the LICENSED SOLUTION is a highly sensitive electronic product requiring special handling and that neither the Warranty granted under Section 6 herein shall apply nor shall SEQUANS provide the MS Services in the event the LICENSED SOLUTION, or any part thereof, has been (i) subject to accident, misuse (i.e., not in compliance with its specifications and/or the terms and conditions set forth herein), negligence or improper installation/implementation, (ii) subject to maintenance services provided by anyone other than SEQUANS, or (iii) incorporated in products other than LICENSEE PRODUCT.
SECTION 7. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY
| a. | SEQUANS will defend any claim, suit, or proceeding brought against LICENSEE and will pay any damages or court costs (excluding consequential and exemplary damages) finally awarded against LICENSEE, or agreed to by SEQUANS in settlement or compromise, to the extent such claim, suit, or proceeding is based on an allegation that the LICENSED SOLUTION or any apart thereof, or the use or distribution thereof in accordance with this TALA, infringes upon a third party’s Intellectual Property right, including but not limited to patent, copyright or trade secret (a “Claim”) provided that LICENSEE (i) promptly notifies SEQUANS of such claim, suit, or proceeding; (ii) gives SEQUANS all applicable evidence in LICENSEE’s possession, custody or control; (iii) gives SEQUANS reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise; and (iv) has paid and continues to pay all fees due to SEQUANS under this TALA and has complied and continues to comply with all other provisions of this TALA. |
| b. | In the event the LICENSED SOLUTION is held to constitute an infringement of third party Intellectual Property right, SEQUANS may at its sole discretion: (i) obtain a license that allows LICENSEE to continue to use the LICENSED SOLUTION, or (ii) replace or modify the LICENSED SOLUTION so that it becomes non-infringing and reasonably meets the applicable specifications set forth in Exhibits A and B. |
| c. | Exceptions. Notwithstanding the foregoing provisions of this Section 7, SEQUANS shall have no liability for LICENSEE’s willful acts or for any settlement or compromise incurred or made by LICENSEE without SEQUANS’s prior written consent. Notwithstanding the above, SEQUANS shall have no obligation to defend and shall have no indemnification obligation under this section 7 with respect to any Claim to the extent it (i) is based upon any use of the LICENSED SOLUTION by LICENSEE that is in violation of this Agreement, (ii) is based upon any use of the LICENSED SOLUTION by LICENSEE outside the LICENSED SOLUTION use for cellular communications devices (iii) is based upon any intellectual property right of an entity in which LICENSEE or an affiliate or subsidiary has a controlling or financial interest or for which it has cross license rights, (iv) results from any suit or allegation initiated by LICENSEE (e.g., a counter claim), (iv) is based upon LICENSEE’s failure to use materials or instructions provided by SEQUANS which would have rendered the LICENSED SOLUTION non-infringing as long as the materials or instructions do not materially affect the performance of the LICENSED SOLUTION (v) is based solely upon LICENSEE’s modifications or alterations to LICENSED SOLUTION, or a combination of the LICENSED SOLUTION with other items not furnished by SEQUANS where the infringement is caused solely by such combination (vi) is based upon SEQUANS’s compliance with LICENSEE’s particular design, instructions or specifications, or (vii) is based upon LICENSEE’s failure to use any modifications, including corrections and enhancements, delivered to LICENSEE by SEQUANS, if such use would have prevented the infringement |
| d. | Standard Essential IPR. SEQUANS shall have no obligation to defend and shall have no indemnification obligation under this section 7 with respect to any Claim to the extent it is based solely upon any alleged infringement of Standard Essential IPR, except when LICENSEE purchase modules with Standard Essential IPR coverage, it being specified that chipsets can only be sold without Standard Essential IPR coverage. |
| e. | LICENSEE Indemnification. LICENSEE will defend any claim, suit, or proceeding brought against SEQUANS for infringement of a third party’s intellectual property rights and will pay any damages or court costs (excluding consequential and exemplary damages) awarded against SEQUANS, or agreed to by LICENSEE in settlement or compromise, to the extent such claim, suit, |
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| or proceeding is based solely on: (i) LICENSEE’s modifications to the SOFTWARE or LICENSED SOLUTION, (ii) SEQUANS’s compliance with LICENSEE’s particular design, instructions or specifications, (iii) LICENSEE’s failure to use any modifications, including corrections and enhancements, delivered to LICENSEE by SEQUANS, if such use would have prevented the infringement, (iv) the use or incorporation, or the facilitation thereof, of the LICENSED SOLUTION in products other than LICENSEE PRODUCTS, on the condition that SEQUANS: (a) promptly notifies LICENSEE of such claim, suit or proceeding; (b) gives LICENSEE all applicable evidence in SEQUANS’s possession, custody or control related to such claim, suit or proceeding; and (c) gives LICENSEE reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. |
| f. | Each party may be represented in any such indemnification proceeding by counsel of its own choosing at its own expense. The indemnifying Party shall not agree to any settlement or compromise that admits fault or imposes liability on the part of the indemnified Party without its prior written consent. |
THIS SECTION 7 STATES THE PARTIES’ ENTIRE OBLIGATION AND LIABILITY, AND THE PARTIES’ SOLE REMEDY, FOR ANY ALLEGATIONS OF INFRINGMENT OF THIRD PARTY INTELLECTUAL PROPERTY ARSING OUT OF OR RELATING TO THE USE OF THE LICENSED SOLUTION IN WHOLE OR IN PART.
SECTION 8. LIMITED LIABILITY - LIMITATION OF REMEDIES
THE WARRANTIES RESPECTIVELY PROVIDED FOR UNDER
| (i) | SECTION 6 “WARRANTY/MAINTENANCE AND SUPPORT SERVICES - FEES” AND SECTION 7 “INFRINGEMENT INDEMNITY” ABOVE AND |
| (ii) | SECTION 11 OF THE SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF PRODUCT SALE APPENDED UNDER EXHIBIT D HERETO (OR ANY OTHER PROVISION TO BE SUBSTITUTED UPON AGREEMENT OF THE PARTIES) |
ARE EXCLUSIVE, AND SEQUANS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER CUSTOMER NOR ANY OTHER PERSON OR BUSINESS ORGANIZATION IS AUTHORIZED TO MAKE ANY WARRANTY OR ASSUME ANY OBLIGATION OR LIABILITY ON SEQUANS’ BEHALF IN CONNECTION WITH THE SALE, INSTALLATION, OR USE OF THE LICENSED SOLUTION.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS - INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL - INCURRED BY THE OTHER PARTY IN CONNECTION WITH OR ARISING OUT OF THE PRESENT TALA AND/OR THE USE OF ANY ITEMS OR SERVICES PROVIDED FOR IN THIS TALA, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY OTHER PARTY.
PURSUANT TO SECTION 2 ABOVE, LICENSEE AKNOWLEDGES THAT IN NO EVENT SHALL SEQUANS BE LIABLE FOR, ANY DAMAGES CAUSED BY LICENSEE OR ITS CUSTOMERS BREACH OF ANY APPLICABLE OPEN SOURCE CODE LICENSE TERMS REGARDING OPEN SOURCE CODE CONTAINED IN THE SOFTWARE AND DEFINED IN EXHIBIT B.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS TALA EXCEED THE GREATER OF [***]
SECTION 9. TERM - TERMINATION
The term of this TALA shall commence on the Effective Date.
If either Party breaches any of its representations or obligations under this TALA, the other Party shall have the right, without prejudice to any other rights it may have, at any time thereafter to terminate this TALA upon at least forty-five (45) days’ notice, provided that such breach is continuing at the end of such notice period.
In the event of a termination due to breach by LICENSEE, SEQUANS shall keep the LICENSE FEE and LICENSEE shall pay to SEQUANS all outstanding maintenance fees and expenses accrued before the termination date in accordance with this TALA.
In the event a termination due to breach by SEQUANS, LICENSEE shall be entitled to continue to exercise the granted under this TALA, to continue to distribute and sell LICENSEE Products using and incorporating the LICENSED SOLUTION in its inventory, including LICENSEE PRODUCTS in process or production and shall be entitled to keep the SOFTWARE and all related documentation until for LICENSEE’s customers support. Nothing herein shall be construed to limit LICENSEE’s rights to seek any additional damages or remedies available to it under the law.
Upon termination of this TALA for LICENSEE’S uncured breach of this TALA, the TALA and all other rights granted hereunder to LICENSEE shall immediately cease, and LICENSEE shall (i) return the SOFTWARE (any and all releases) and all related documentation to SEQUANS, or (ii) destroy all remaining copies of such SOFTWARE and of the associated documentation and confirm such destruction in writing, provided, however, that LICENSEE shall be permitted to sell, distribute, and support any LICENSEE PRODUCTS in its inventory, including LICENSEE PRODUCTS in production and shall be entitled to keep the SOFTWARE and all related documentation until for LICENSEE’s customers support.
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SECTION 10. CONFIDENTIALITY
10.1 Treatment and Protection of Confidential Information.
The Receiving Party acknowledges that, during the performance of this TALA, the Disclosing Party may disclose, or the Receiving Party may learn, of the Disclosing Party’s CONFIDENTIAL INFORMATION. The Receiving Party agrees to take reasonable steps to protect the Disclosing Party’s CONFIDENTIAL INFORMATION. The Receiving Party agrees not to: (1) use, except as required by the normal and proper course of performing under this TALA, (2) disclose, (3) copy, or (4) allow access to, the Disclosing Party’s CONFIDENTIAL INFORMATION without the express prior written consent of the Disclosing Party.
These restrictions shall continue to apply as long as the Disclosing Party maintains the confidentiality of the CONFIDENTIAL INFORMATION.
10.2 Employees.
The Receiving Party shall make its employees, agents, principals, and independent contractors aware of the confidentiality obligations of this TALA and the Receiving Party shall require its employees, agents, principals, and independent contractors to execute confidentiality agreements undertaking an obligation of confidentiality comparable to that provided in this TALA.
10.3 Return of Property.
Subject to LICENSEE’s right to retain the SOFTWARE and all related documentation as provided in Section 9 above, the Receiving Party agrees to return to the Disclosing Party promptly upon the termination of this TALA, or at any other time when requested, property of the Disclosing Party, including but not limited to all CONFIDENTIAL INFORMATION of the Disclosing Party, media containing such CONFIDENTIAL INFORMATION and all copies thereof.
SECTION 11. GENERAL TERMS
11.1 Waiver of Breach.
A breach of any provision of the TALA may only be waived in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach.
11.2 Severability.
If any provision of the TALA should, for any reason, be held invalid or unenforceable in any respect, the remainder of the TALA shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.
11.3 Assignment and Transfer.
Neither Party shall assign or transfer the TALA or any part thereof without the express prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
11.4 Force Majeure.
Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such Party.
11.5 Entire Agreement.
The TALA and the exhibits hereto contain the entire agreement between the Parties as to the subject matter hereof. The TALA may not be modified or amended except in writing signed by the Parties, or as provided elsewhere in the TALA.
11.6 Headings.
Headings in the TALA are for the purpose of convenience only. They are not intended to be a material part of the TALA, and in the event of any conflict between the heading and the text, the text shall govern.
11.7 Publicity.
SEQUANS will have the right to use LICENSEE’s name and logo on SEQUANS’ website and in corporate presentations.
SEQUANS and LICENSEE agree to issue a joint press release in a form mutually agreed by the Parties regarding their relationship at a time that is mutually agreeable to both Parties.
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11.8 Governing Law and Jurisdiction.
The TALA shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising out of the interpretation and/or the performance of the present agreement shall be submitted to the exclusive competence of the state or federal courts for the Southern District of New York, New York, notwithstanding plurality of defendants or introduction of a third party.
SEQUANS
| /s/ Deborah Choate | ||
| Name: | Deborah Choate | |
| Title: | Chief Financial Officer Sequans Communications |
LICENSEE
| /s/ Roger Wendelken | ||
| Name: | Roger Wendelken | |
| Title: | Sr Vice President, MCU, IIBU |
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EXHIBIT A
UE Features
See attached data sheets:
Monarch
Monarch 2
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EXHIBIT B
SOFTWARE
The SOFTWARE Is divided into 3 main components, FIRMWARE, SDK and TOOLS.
The FIRMWARE Includes:
| • |
|
| • |
|
| • | [***] |
| • |
|
| • |
|
| • |
|
The application software of the LICENSEE can control the FIRMWARE either by AT commands or by an Application Programming Interface (API).
The FIRMWARE runs on the embedded processor of SEQUANS SoC.
The FIRMWARE Is delivered in BINARY code.
The SDK (Software Development Kit) is a set of software and libraries that the LICENSEE can Integrate in their application software to control the FIRMWARE using a well-defined set of APls.
The SDK runs on external Application Processor/Micro-Controller. Upon availability, it can run embedded in the Application CPU (ACPU) of Sequans SoC.
The SOK is delivered in SOURCE code.
The TOOLS Include:
| • | A Design & Verification Tool (DV) for hardware development. |
| • | A Diagnostic & Monitoring Tool (DM) for software development & field troubleshooting. |
| • | A Sequans Firmware Update Tool (SFU) for software upgrade of devices during development and on the production line. |
The TOOLS runs on Windows PC.
LICENSEE expressly undertakes to use the DM TOOL for the sole and only purpose of TESTING and DEBUGGING. LICENSEE is perfectly aware that the distribution/sale of such DM TOOL is strictly prohibited by SEQUANS. Considering that the DM TOOL is provided as a courtesy by SEQUANS and at no charge, LICENSEE acknowledges and accepts that such DM TOOL is provided “AS IS” with no associated documentation, no support or maintenance of any kind, no warranties, express or implied, whatsoever. In no event shall SEQUANS be liable for any claim, damages or loss - incidental, indirect, special or consequential - arising from, out of in connection with the DM TOOL. No Intellectual Property or licensing rights shall be assigned to LICENSEE, under any form or for any purpose whatsoever, with respect to DM TOOL. Any modification, whatsoever, of the DM TOOL is strictly prohibited without prior written consent of SEQUANS. THE USE OF DM TOOL IS SUBJECT TO THE PRIOR ACCEPTANCE OF THESE TERMS.
SEQUANS is using the following list of open source into its design at run time and in SW production: for each of them:
| Component: | Is the name of the software component which used as well as its source | |
| Usage: | How it is used in Sequans solution. When embedded in firmware, it means the code is Integrated in Sequans solution and provided to CUSTOMER in binary form. If not embedded, it is provided as part of the source code. As such, CUSTOMER has the possibility to modify the open source and is required to comply with the open source license requirements. | |
| License: | Reference for the applied license | |
| Component | Usage | License |
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[***]
This list may evolve over time.
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EXHIBIT C
Maintenance and Support Services
Annual Maintenance and Support Plan
Description
The annual maintenance and support plan applies to all SEQUANS LICENSEES who are eligible for such services under Solution License Agreement or any other agreement executed by such LICENSEES. No refund, pro-rated otherwise will be given to LICENSEE if LICENSEE cancels during a maintenance and support subscription period unless such cancellation or termination was the result of SEQUANS uncured breach of its maintenance and support obligations herein.
The plan consists of the following services and conditions.
1. Access to SEQUANS’ online Service Center website
Unlimited access to SEQUANS’ Service Center website. The Service Center website includes SEQUANS’ release notes, known product issues and links to download available Software releases and patches. All reports, inquiries and requests shall be written in English only. All documents attached to cases shall be in English.
2. Access to On-Line Technical Support
Unlimited access to SEQUANS’ on-line customer service ticketing system to allow LICENSEE to submit bug reports, technical inquiries or product feature enhancements requests. The current ticketing system used by SEQUANS is Salesforce CRM tool, should SEQUANS change such tool, LICENSEE will be notified in due time.
SEQUANS undertakes to provide LICENSEE with Acknowledgement and Response for any support request within the Guaranteed Hours of Operations, as defined below.
For the application of this service:
| • | The term “Acknowledgement” is defined as the initial feedback provided by SEQUANS to the support request and consists of: 1) Acknowledgement of the severity level, which shall be agreed by the two parties, 2) Acknowledgement by SEQUANS that the support request includes sufficient information to understand the request and pursue the investigation. |
| • | The term “Response” is defined as either a solution to a functional or technical query or a status report on the resolution of such matter. |
| • | The term “Guaranteed Hours of Operations” means from 9 AM to 6 PM during business working days (excluding weekends and national holidays) applicable to SEQUANS’ regional support office. |
Acknowledgement and Response times are determined based on the severity of the support request also named “Case” in the customer service system. SEQUANS and LICENSEE shall agree in good faith upon the classification of the severity of the notified problem. SEQUANS will endeavour to respect the applicable response time limits defined below. In the event that the LICENSEE’s problem report does not contain sufficient information for SEQUANS to diagnose, SEQUANS will request from LICENSEE the extra information needed for investigation and such request will reset the problem report clock in the LICENSEE service tool.
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| Severity Criteria |
Acknowledgement Time |
Response Time | ||
| Blocker: Problem which prevents or seriously impairs the performance of substantially all major functions in the LICENSED SOLUTION | 1 working day from the call | 4 working days from the call | ||
| Major: Severe impact of a problem which prevents or seriously impairs the performance of a major function in the LICENSED SOLUTION | 3 working days from the call | 9 working days from the call | ||
| Normal: Degraded Operation for a problem which disables or impairs the performance of a minor function in the LICENSED SOLUTION. | 6 working days from the call | 17 working days from the call | ||
| Minor: Problem in a rarely used function and problem for which there is an easy and effective method of avoiding impact. | 11 working days from the call | 40 working days from the call | ||
The above-mentioned support scheme will be valid only to if LICENSEE has respected design guidelines communicated by SEQUANS during the design phase.
For issues with “Blocker” severity level, SEQUANS will make its best effort to solve them within the shortest time and will determine the most appropriate solution, including the possible delivery of a patch release.
3. Telephone, Email and On-Line Instant Messaging Support
It is mandatory for LICENSEE to use SEQUANS CRM tool to report technical questions or issues. Other media such as phone, email or on-line instant message systems, may be used only in support of the investigation of support requests already reported and fully described in the CRM tool.
4. On-line Remote Support
SEQUANS can remotely access to LICENSEE’s production system or engineering test labs, via modem and remote access communication software: VNC connection. This service is designed to allow our support engineers to effectively investigate the problem in LICENSEE’s installation. This service depends on the IT infrastructure provided by LICENSEE.
5. Support Contacts
The LICENSEE may appoint up to 3 individuals (principal and substitutes) to serve as the primary contacts to receive support from SEQUANS and through the LICENSEE Center website.
SEQUANS will appoint 1 IOT Engineer to serve as the primary contact to provide technical support to the LICENSEES.
6. LICENSEE Project Follow-up
SEQUANS undertakes to setup regular meetings and/or conference calls with the customer Support Contacts at a frequency that can go up to once per week if required. The agenda of those calls will cover the review of the status of the pending LICENSEE support requests or “cases” from the LICENSEE Service website. Other technical-related topics such as development status, roadmap updates, specific support needs, may also be discussed during those calls.
7. LICENSEE Trainings
SEQUANS undertakes to provide 2 days of standard training on SEQUANS software and hardware products at SEQUANS premises or at LICENSEE premises for each new Licensed LICENSEE. By default, all trainings will be in English.
8. Reference Design Boards
In order to take full benefit of SEQUANS’ support capabilities, it recommended that LICENSEE purchase a User Equipment Reference Design boards to serve as development support platforms. Such platforms are intended to be used as a known reference to support the investigation of technical issues, and to compare the behavior of SEQUANS software and hardware solutions with its own implementation.
13
The warranty of Reference Design boards is covered by SEQUANS Terms and Conditions of Product Sale.
9. Software Upgrades
SEQUANS will provide LICENSEE, without additional charge any upgrades to software products (licensed to it), if and when they become available, including related documentation during the term of the maintenance and support subscription.
Upgrades are defined as new software versions which are denoted by a change in the release number (i.e. 2.0 or 5.1).
10. Software Updates
SEQUANS may provide LICENSEE, without additional charge, some updates to software products (licensed to it) including related documentation during the term of the maintenance and support subscription.
Updates consist of Software emergency patch releases (EPRs) intended to fix known product issues of severity level defined as “Blocker”.
11. Supported Software Versions
SEQUANS recommends to LICENSEE to use the latest Software versions released by SEQUANS to benefit from all new features and improvements.
Once a hardware solution is declared “End of Life”, SEQUANS commits to continue to support software on the End-of-Life hardware for a minimum of six months after the LICENSEE’s final purchase of the End-of-Life hardware.
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EXHIBIT D
SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF SALE
1. DEFINITIONS - As used herein, the following terms shall have the meanings set forth below:
(a) “Seller” shall mean Sequans Communications.
(b) “Buyer” shall mean the individual or entity that has submitted a Purchase Order to Seller or has otherwise purchased Product directly from Seller
(c) “Purchase Order” shall mean a written offer to purchase the Product communicated to Seller by Buyer.
(d) “Product” shall mean Seller’s product: silicon, hardware board, LTE module, and/or LTE module evaluation kit and related documentation
(e) “Product Specification” always refers to Seller’s product specification.
(f) “Delivery Date” is the date when the Product is tendered to the carrier at Seller’s shipping point.
(g) “Essential IPR” means those claims of patents, patent applications, or any other intellectual property rights that would necessarily be infringed by remaining compliant with a published standard including optional implementations thereof provided for in the standards on technical but not commercial grounds taking into account normal technical practice and the state of art generally available at the time of standardization.
(h) “Order Acknowledgement” shall mean the document Seller sends to Buyer acknowledging and accepting a Purchase Order.
(i) “LTE Essential IPR” means Essential IPR for the LTE standards set by 3GPP, ETSI, JEDEC, IEEE or other specifications organization.
(j) “With LTE Essential IPR Indemnification” shall mean that the Product is purchased with Indemnification by Seller of LTE Essential IPR as described in Section 15 below.
(k) “Without LTE Essential IPR Indemnification” shall mean that the Product is purchased without indemnification by Seller of LTE Essential IPR as described in Section 16 below.
(l) “Standard Terms” shall mean these Sequans Communications Terms and Conditions of Sale.
(m) “Agreement” means the accepted Purchase Order and these Standard Terms.
2. PURCHASE PROCESS
(a) If Buyer would like to purchase Product, it must submit a purchase order to Seller. If Seller accepts the purchase order, it will send an Order Acknowledgment to Buyer. Seller will only accept Buyer’s orders if they are in writing on a properly constituted order in PDF version.
(b) Except as otherwise agreed by Seller and Buyer, the terms applicable to Seller’s sales to Buyer will be, in order of precedence: (i) the terms of Seller’s Order Acknowledgement to which Buyer’s offer relates, if any; (ii) the terms of any customer agreement provided by Seller that Buyer has signed in the past that has not been terminated, if terms and conditions of sale have been incorporated into that signed customer agreement; and (iii) unless contradicted by a signed agreement as described in (ii), these Standard Terms. Any provision of Buyer’s Purchase Order or other written communication which is in any way inconsistent with or in addition to these documents shall not be binding on Seller.
(c) Except as otherwise agreed by Seller and Buyer, in the absence of a customer agreement as described in section 2(b)(i) above, the Order Acknowledgment constitutes a counter offer to Buyer, and Buyer’s failure to object in writing to any provision within five (5) days of receipt of the Order Acknowledgment shall constitute acceptance of these Standard Terms and any terms included in the Order Acknowledgement. Seller’s failure to object to provisions contained in any communication from Buyer shall not be a waiver of these Standard Terms nor any additional terms included with Seller’s Order Acknowledgment.
3. EVALUATION BOARDS
The evaluation board (the “Evaluation Board”) offers limited features allowing developers only to evaluate and test the Sequans Products. The Evaluation Board is not intended for consumer or household use. Buyer is not authorized to use the Evaluation Board in any production system, and it may not be offered for sale or lease, or sold, leased or otherwise distributed for commercial purposes. If the Evaluation Board is incorporated in an evaluation system, the evaluation system may be used by Buyer solely for evaluation and testing purposes. Such evaluation system may not be offered for sale or lease or sold, leased or otherwise distributed for commercial purposes and must be accompanied by a conspicuous notice as follows : “This device is not, and may not be, offered for sale or lease, or sold or leased or otherwise distributed for commercial purposes”.
4. PRICE AND PAYMENT
(a) Seller will invoice Buyer on the Delivery Date. Such invoices will be due and payable net forty-five (45) days from date of invoice without deduction or set off of any kind.
(b) At any time before the Delivery Date, Seller reserves the right to change any terms of credit extended to Buyer in the event Seller believes, in good faith, that there has been an adverse change in Buyer’s credit worthiness or Buyer fails to comply with agreed credit terms, and to require partial or full payment in advance. In such event, if Buyer refuses to accept such change in credit terms, Seller may cancel Buyer’s Purchase Order without any liability to Seller. In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought by or against Buyer under any bankruptcy or insolvency laws or their equivalent, Seller may cancel any Purchase Order then outstanding without liability to Seller and Buyer shall reimburse Seller for costs incurred and lost profit for the Product so canceled.
5. TAXES
Buyer shall pay, in addition to the prices indicated, the amount of any present or future customs, duties or any sales, use, excise or other similar tax applicable to the sale of the Product, or in lieu thereof Buyer shall supply Seller with an appropriate tax exemption certificate.
6. EXPORT CONTROL AND REGULATORY REQUIREMENTS
Buyer represents that the Product will not be shipped to any countries subject to embargo, export controls or other restrictions under any applicable law or regulation. Buyer is obliged to comply with regulatory requirements applying to the Product as indicated the Product’s documentation.
7. DELIVERY POINT - All sales are made Ex Works point of shipment, Seller’s facility in Singapore. Title and risk of loss or damage shall pass to Buyer upon tender of the Product to the carrier at the shipping point. Unless written instructions from Buyer specifying
15
the method of shipment have been received and accepted by Seller, Seller will exercise its own discretion in selecting the manner of shipment, insurance, and carrier. Buyer shall be solely responsible for filing any claims for damage during shipment with the carrier. After the passage to Buyer of such risk of loss, the Product held by Seller, for whatever reason, shall be held for Buyer’s account at Buyer’s expense, irrespective of whether the Product is within the coverage of any insurance policy maintained by Seller.
8. DELIVERY
(a) Seller will manufacture the Product in accordance with the shipment date as indicated in the Order Acknowledgment. However, the shipment date is an estimate only, and Seller will be subjected to no liability for failure to perform on or by such date, provided, however, that Buyer shall have the right to terminate, all or any portion of any Purchase Order where Seller moves the shipment date more than sixty (60) days beyond the original committed date.
(b) Seller reserves the right to make partial shipments by line item with the consent of the Buyer, which consent shall not be unreasonably withheld, and invoices will be issued accordingly by Purchase Order line item.
9. PRODUCT ACCEPTANCE
(a) Buyer shall notify Seller (and the carrier where appropriate) of discrepancies between type and quantity of the Product ordered and the Product delivered, or damage to the Product, within five (5) working days of Buyer’s receipt of the Product. Lacking such notice, Buyer shall be deemed to have irrevocably accepted the Product as invoiced.
(b) Defective Product may be returned to Seller only after prior notification and receipt of a Return Material Authorization number (hereinafter referred to as “RMA Number”). All Product returned under an RMA will be at Buyer’s expense and risk. Product returned without a valid RMA Number will be sent back to the Buyer at Buyer’s expense and risk.
(c) No credit allowances for defective Product will be made or replacements therefore shipped until it is established to Seller’s satisfaction after suitable test and inspection that the Product was in fact defective. Seller reserves the right to impose a reasonable rescreening charge if Seller determines that the Product returned is found to be functional.
10. SPECIFICATIONS - All Product is subject to Seller’s standard specifications. Seller shall not make substitutions and modifications in the specifications of any Product without notification to or approval from Buyer and shall not change any Products without Notice to Buyer, in compliance with J-STD-046, and written acceptance of the change by Buyer within a reasonable amount of time if the fit, form, or function of the Product has changed.
11. LIMITED WARRANTY - Seller warrants all Product against defects in materials and workmanship for a period of two (2) years from the Delivery Date. Board Products are warranted for a period of six (6) months from the Delivery Date. Seller’s sole liability shall be limited to either replacing, repairing or issuing credit, at its option, for the Product if it has been paid for. Seller will not be liable under this provision unless:
(a) Seller is promptly notified in writing upon discovery of defects by Buyer;
(b) The claimed defective Product is returned to Seller by Buyer at Seller’s expense;
(c) Seller’s examination of the Product discloses that the alleged defect was not caused by misuse, neglect, improper installation, repair, alteration, accident or other hazard.
THIS WARRANTY DOES NOT COVER, AND SELLER SHALL HAVE NO LIABILITY FOR, PRODUCT DAMAGE WHICH RESULTS FROM ACCIDENT, MISUSE, ABUSE, IMPROPER LINE VOLTAGE, FIRE, FLOOD, LIGHTNING OR OTHER ACTS OF GOD OR DAMAGE RESULTING FROM ANY MODIFICATIONS, REPAIRS OR ALTERATIONS PERFORMED OTHER THAN BY SELLER OR SELLER’S AUTHORIZED AGENT. BUYER ACKNOWLEDGES THAT THE PRODUCT IS HIGHLY SENSITIVE ELECTRONIC DEVICE REQUIRING SPECIAL HANDLING AND THAT THIS WARRANTY DOES NOT APPLY TO IMPROPERLY HANDLED PRODUCT. SELLER EXPLICITLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES, ANY WARRANTIES NOT PROVIDED FOR HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES PROVIDED BY THE UNIFORM COMMERCIAL CODE, TO THE GREATEST EXTENT PERMITTED BY LAW.
12. BUYER’S REPRESENTATIONS
(a) Buyer shall use the Product in accordance with (i) the applicable laws and regulations and (ii) the applicable Standard Terms.
13. CANCELLATION - Seller must receive Buyer’s written cancellation notice no less than sixty-five (65) days before Seller’s scheduled ship date indicated in the Order Acknowledgment.
14. RESCHEDULING OF DELIVERY
(a) Product scheduled for delivery within thirty (30) days cannot be rescheduled
(b) Product scheduled for delivery outside of thirty (30) days may be rescheduled one (1) time, as long as the rescheduled ship date takes within the same calendar quarter as the original scheduled ship date.
15. END OF LIFE - In the event that Seller decides to discontinue the manufacture of a Product, Seller shall give Buyer at least twelve (12) months advance written notice thereof. Supplier shall allow Buyer to place Purchase Orders for the given Product, which shall be non-cancellable, within nine (9) months from the date of the aforesaid notice with delivery of the Products to occur no later than fifteen (15) months from the date of written notice of discontinuance.
21. PROHIBITIONS - Buyer covenants that it shall not use the Products for the purposes of disturbing international peace and security, including notably (i) the design, development, production, stockpiling or any use of weapons of mass destruction such as nuclear, chemical or biological weapons or missiles, (ii) the other military activities, or (iii) any use supporting these activities.
22. TERMINATION
In the event either Party breaches any of its material obligations as set forth in the Agreement, the other Party shall be entitled to terminate such Agreement thirty (30) days following a notice to cure the breach given in a letter sent registered mail, return receipt requested, with which the breaching Party fails to comply, without prejudice to the right of the non-breaching Party to claim any damages to which it may be entitled.
18. GENERAL
(a) Subject to Section 2(b) above, these Standard Terms and any related Order Acknowledgment (i) constitute the entire agreement between the parties with respect to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein, and (ii) supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the parties, relating to the subject matter hereof.
(b) All rights and obligations of the parties to these Standard Terms and any related Order Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York.
(c) All covenants, stipulations and promises in these Standard Terms and any related Order Acknowledgment shall be binding upon and inure to the benefit of the parties hereto and their respective successors in interest, assignees, and legal representatives. Neither party shall have the right to assign or otherwise transfer its rights or obligations under these Standard Terms and any related
16
Order Acknowledgment without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that nothing herein shall prevent either party from assigning all of its rights and obligations under these Standard Terms and any related Order Acknowledgment to a wholly-owned subsidiary of that party upon written notice to the other party.
(d) If the performance of these Standard Terms and any related Order Acknowledgment or if any obligations hereunder, except the making of payments, is prevented, restricted, or interfered with by reason of fire or other casualty or accident; strikes or labor disputes; inability to obtain raw materials, unforeseen manufacturing inefficiencies, power, or supplies, war or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any other act or condition whatsoever beyond the reasonable control of the parties hereto (together referred to as “Force Majeure Events”), the party so affected upon giving prompt written notice to the other party, will be excused from performance to the extent of the prevention, restriction, or interference, provided that the party so affected uses its best efforts to avoid or remove the causes of nonperformance and continues performance hereunder with the utmost dispatch as soon as those causes are removed. Should the given Force Majeure event last more than two (2) months, either Party shall be entitled terminate the given Purchase Order, upon seven (7) days prior written notice notified to the other Party by registered letter, being specified that such termination, shall not entail any right of compensation whatsoever.
(e) These Standard Terms and any related Order Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York. Any dispute regarding the performance, interpretation, enforcement, termination of the Agreement or with respect to any matter arising out of or in connection with these Standard Terms and any related Order Acknowledgment shall be submitted to the exclusive competence of the state and federal courts of the Southern District of New York, New York, notwithstanding plurality of defendants or introduction of a third party. Prior to any referral of a dispute to a Court, the Parties shall attempt to reach an amicable settlement.
17
EXHIBIT E
SUB-LICENSE TO CONTRACTORS
In accordance with section 2.2 of this TALA, the following manufacturing or design service contractors are authorized access to the LICENSED SOLUTION:
| Name of Contractor |
Address of Contractor |
Name and Email Address of Contact Person at the Contractor |
Type of Services Provided by Contractor |
Contractor has the obligations of |
Sub-license accepted by SEQUANS as evidenced by signature below | |||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No |
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EXHIBIT F
PRODUCT PRICING
| Expected Annual (Calendar) Units | Monarch (SQN3330) |
Monarch 2 (SQN3430) |
Monarch N (SQN3410) | |||
| [***] |
| *** | This Volume point will help cover ramp up of new products that MP within a calendar year. |
19
Exhibit (d)(8)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
SEQUANS COMMUNICATIONS USER EQUIPMENT SOLUTION
5G TECHNOLOGY ACCESS AND LICENSE AGREEMENT
This is a 5G Technology Access and License Agreement (the “TALA”) dated as of November 30, 2020 (the “Effective Date”), between
1°. - SEQUANS COMMUNICATIONS, French company incorporated under the form of Société Anonyme, registered with the NANTERRE CORPORATE REGISTER (R.C.S.) under the number 450 249 677, and having its registered office located at 15-55 boulevard Charles de Gaulle, 92700 Colombes (France), hereafter referred to as « SEQUANS »,
and
2°. RENESAS ELECTRONICS AMERICA INC., a company incorporated under the laws of the State of California, U.S.A., having its registered office located at 1001 Murphy Ranch Road, Milpitas, California, U.S.A. 95035 hereafter referred to as the “LICENSEE”,
Together referred to as “THE PARTIES”
WHEREAS,
SEQUANS’ business is designing, developing, selling and licensing system-on-chip solutions for 5G and 4G wireless systems based on the 3GPP standards. In particular, SEQUANS is developing a user equipment station solution for 5G, the “UE SOLUTION”, called Taurus whose features are detailed under Exhibit A attached hereto.
The UE SOLUTION has been developed by SEQUANS in order to be used as a whole, including both its software and hardware (i.e. the system-on-chip) components.
LICENSEE has expressed the wish to obtain a license of the UE SOLUTION for the purpose of developing and distributing its own products incorporating such UE SOLUTION.
NOW THEREFORE, THE PARTIES have agreed upon the terms and conditions of such license as set forth herein.
| 1 | ||
SECTION 1. DEFINITIONS
| 1.1 | “AFFILIATES”: means, with respect to a PARTY, any entity that Controls, is Controlled by or is under common Control with such PARTY. “Control” means ownership of more than 50% of the outstanding shares or other ownership interest representing the right to vote for members of the board of directors or other managing officers, of an entity. |
| 1.2 | “BUSINESS PRACTICES”: all information relating to business plans, financial information, products, services, manufacturing processes and methods, costs, sources of supply, advertising and marketing plans, customer lists, sales, profits, pricing methods, personnel, and business relationships. |
| 1.3 | “CONFIDENTIAL INFORMATION”: all information proprietary to SEQUANS or to LICENSEE, whether or not reduced to writing or other tangible medium of expression, and whether or not patented, patentable, capable of trade secret protection, or protected as an unpublished or published work under applicable laws. Confidential Information also includes information relating to the INTELLECTUAL PROPERTY and Business Practices of SEQUANS or LICENSEE. Confidential Information does not include information which (1) was already known to a party prior to its contact with the other party, (2) becomes generally available to the public other than through a breach of this LICENSE, (3) is furnished to a party by a third party who is lawfully in possession of such information and who lawfully conveys that information, or (4) is subsequently developed by a receiving party (the “Receiving Party”) independently, as established by the party’s written records, of the information received from the disclosing party (the “Disclosing Party”). |
| 1.4 | “STANDARD ESSENTIAL IPR” means those claims of patents, patent applications, or any other intellectual property rights that would necessarily be infringed by remaining compliant with the 3GPP standard including optional implementations thereof provided for in the standards on technical but not commercial grounds taking into account normal technical practice and the state of art generally available at the time of standardization. |
| 1.5 | “INTELLECTUAL PROPERTY”: all information relating to research and development, inventions, discoveries, developments, improvements, methods and processes, know-how, drawings, blueprints, specifications, product briefs, algorithms, computer programs and software, works, concepts, designs, ideas, presentation materials, outlines, scripts, text, sketches, photographs, logos, graphics, prototypes, models, samples, screens, molds, lasts, patents, copyrights, trademarks, trade names, trade secrets, formulae, writings, notes, and all other creative materials created and produced by a party. |
| 1.6 | “LICENSE FEE”: the fee to be paid by LICENSEE to SEQUANS in consideration of the license granted in section 2. |
| 1.7 | “LICENSEE PRODUCT”: a product designed by or for the LICENSEE and/or its AFFILIATES and which incorporates the LICENSED SOLUTION. |
| 1.8 | “MODULE” shall mean any 4G/5G module containing the CHIPSET developed by SEQUANS |
| 1.9 | “SEQUANS TECHNOLOGY”: SEQUANS Deliverables, SOFTWARE BINARY CODE, SOFTWARE SOURCE CODE, CHIPSET, MODULE, Reference design, any other SEQUANS CONFIDENTIAL INFORMATION and any INTELLECTUAL PROPERTY Rights associated with the foregoing. |
| 1.10 | “CHIPSET”: SEQUANS User Equipment Chipset suitable for applications compliant with the 5G standard and detailed under Exhibit A. |
| 1.11 | “SOFTWARE”: the user equipment software package comprising SOFTWARE BINARY CODE and SOFTWARE SOURCE CODE. |
| 1.12 | “SOFTWARE BINARY CODE”: the SOFTWARE binary code described in Exhibit B. |
| 1.13 | “SOFTWARE SOURCE CODE”: the SOFTWARE source code described in Exhibit B. |
| 1.14 | “SEQUANS COMMUNICATIONS STANDARD TERMS AND CONDITIONS OF PRODUCT SALE”: the standard terms and condition that apply to sales of Sequans’ chip products, appended as Exhibit D hereto. In case of conflict with the provisions of SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF PRODUCT SALE, the terms of this TALA shall prevail. |
| 1.14 | “LICENSED SOLUTION”: the hardware and software developed by SEQUANS described in Exhibit A and Exhibit B. |
SECTION 2. SCOPE - LICENSE GRANT - RESTRICTIONS
2.1. License Grant: Subject to the terms and conditions of this TALA, SEQUANS grants to LICENSEE and its AFFILIATES as provided below, and LICENSEE hereby accepts, a non-exclusive, single-use, perpetual, worldwide and non-transferable right to use LICENSED SOLUTIONS that LICENSEE and/or its AFFILIATES purchase from SEQUANS exclusively to:
| 2.1.1 | internally develop and design LICENSEE PRODUCTS, |
| 2 | ||
| 2.1.2 | rebrand and manufacture the MODULE as a LICENSEE PRODUCT |
| 2.1.3 | For sake of clarity “single use” as used above shall include derivative LICENSEE PRODUCTS which use the LICENSE SOLUTION and shall not require or be subject to any additional license fees. |
| 2.1.4 | use the SOFTWARE BINARY CODE, exclusively in connection with the LICENSED SOLUTION and the development, and manufacture of LICENSEE PRODUCTS, |
| 2.1.5 | modify or adapt or have modified and adapted the SOFTWARE SOURCE CODE, exclusively in connection with the Licensed SOLUTION and LICENSEE’s PRODUCT, |
offer for sale and sell, have sold or otherwise distribute or have distributed the LICENSEE PRODUCTS incorporating the LICENSED SOLUTION; and thus sub-license to its customers worldwide the use of the LICENSED SOLUTION as a part of LICENSEE PRODUCTS purchased by such customers, including all new releases of the SOFTWARE BINARY CODE provided to LICENSEE in connection with maintenance services as referred to under section 6 “MAINTENANCE AND SUPPORT SERVICES/WARRANTY - FEES,” and all modifications and adaptations thereto made by LICENSEE.
| 2.2 | Exercise of License Rights By Licensee’s Affiliates |
Subject to the terms and conditions of this TALA, including the restrictions set forth in Section 2.4 below, LICENSEE’s AFFILIATES shall be permitted to fully exercise the license rights granted to LICENSEE in Section 2.1 above. LICENSEE SHALL REMAIN SOLELY LIABLE FOR ANY BREACH OF THIS TALA BY LICENSEE’S AFFILIATES.
| 2.3 | Sublicense to Contractors. |
With advance notice to SEQUANS, LICENSEE may temporarily release the SOFTWARE BINARY CODE to a third-party contractor, whether a manufacturing contractor or a design services contractor, which shall not be a competitor of SEQUANS, solely to exploit the SOFTWARE BINARY CODE as provided above in section 2.1, and provided such third-party contractor agrees in writing to terms and conditions including restrictions on disclosure and use of the Licensed SOLUTION that are at least as restrictive as are contained in this Agreement, and further agrees to return all copies of such SOFTWARE BINARY CODE to LICENSEE at the conclusion of the use of the SOFTWARE BINARY CODE pursuant to section 2.1.
The notice to SEQUANS shall be in the form of Exhibit E and shall be communicated to the [***] by email [***] The notice is effective when confirmed by SEQUANS.
LICENSEE SHALL REMAIN SOLELY LIABLE FOR ANY BREACH OF THIS TALA BY LICENSEE’S CONTRACTORS.
| 2.4 | Restrictions |
All INTELLECTUAL PROPERTY rights and other proprietary rights of SEQUANS not expressly granted to LICENSEE in this TALA are expressly reserved by SEQUANS. The LICENSEE shall not acquire any title, copyright or other proprietary rights in the LICENSED SOLUTION other than specified in this TALA.
LICENSEE undertakes both to inform SEQUANS of any contemplated modification of the SOFTWARE SOURCE CODE and to specify the module(s) to be modified, such information to be provided before such intended modification and pursuant to the process defined under section 2 “Access to On-Line Technical Support” of Exhibit C “Maintenance and Support Services” appended hereto. Except as otherwise agreed upon by the parties, SEQUANS will have no obligation, responsibility, or liability for modules that been modified by LICENSEE and will not be required to maintain the modified codes.
LICENSEE ACKNOWLEDGES THAT THE SOFTWARE (BINARY CODE AND SOURCE CODE) AND THE CHIPSET COMPOSING THE LICENSED SOLUTION SHALL NEVER BE USED SEPARATELY, SO AS TO PRESERVE THE INTEGRITY OF THE UE SOLUTION (THE MAJOR RULE):
| • | ANY FAILURE TO RESPECT THIS MAJOR RULE SHALL CONSTITUTE A MAJOR BREACH OF THE PRESENT LICENSE, AND SEQUANS MAY TERMINATE THE AFORESAID LICENSE AFTER PRIOR NOTICE TO LICENSEE AND A REASONABLE OPPORTUNITY TO CURE THE BREACH OR DEFAULT, NOTWITHSTANDING THE RIGHT OF SEQUANS TO CLAIM FOR ANY COMPENSATORY DAMAGES WITH RESPECT TO LICENSEE’S BREACH OF THE MAJOR RULE; |
| • | LICENSEE SHALL REMAIN LIABLE FOR ANY INFRINGEMENT OF SUCH MAJOR RULE, EITHER BY LICENSEE ITSELF OR ITS EMPLOYEES, AGENTS, PRINCIPALS AND INDEPENDENT CONTRACTORS. |
LICENSEE shall reproduce and include any and all copyright notices and proprietary rights legends that are included with the SOFTWARE.
LICENSEE acknowledges that the SOFTWARE contains open source code (e.g., source code subject to a GNU GPL license) and that specific license terms should consequently be applied. LICENSEE acknowledges that in no event shall SEQUANS be liable for any and all damages caused by LICENSEE or its customers in connection with the failure to comply with the applicable open source license terms.
| 3 | ||
LICENSEE shall not offer for sale, sell, transfer or distribute LICENSED SOLUTION or any portion thereof, except when incorporated in LICENSEE PRODUCTS.
THIS TALA WILL AUTOMATICALLY TERMINATE UPON LICENSEE’S TRANSFER OF ANY COPY OF THE SOFTWARE TO ANOTHER PARTY (IF NOT INTENDED FOR EVALUATION, DEVELOPMENT OR TESTING OF LICENSEE PRODUCT OR FOR INCORPORATION IN THE LICENSEE PRODUCT).
Access to the SOFTWARE shall be limited to LICENSEE’s employees and internal contractors who (i) require access to the SOFTWARE for the purpose of developing or testing LICENSEE PRODUCT, and (ii) have signed nondisclosure agreements in which such employees or contractors agree to protect third party confidential information on terms no less stringent than those set forth herein.
LICENSEE shall protect the SOFTWARE from unauthorized access, reproduction, disclosure or use. In the event LICENSEE becomes aware of any unauthorized use or disclosure of the SOFTWARE, LICENSEE shall notify SEQUANS immediately in writing and shall give full cooperation, at LICENSEE’s expense, to minimize the effects of such unauthorized use or disclosure.
LICENSEE shall not, nor permit others to, reverse engineer, decompile, or disassemble the SOFTWARE BINARY CODE, nor shall LICENSEE, nor permit others to, reduce the binary materials or any component thereof to human-readable or non-binary form.
[***]
[***]
SECTION 3. DELIVERY OF LICENSED SOLUTION AND MODULE RELATED ELEMENTS
Upon execution of this TALA, SEQUANS will communicate to LICENSEE the access codes to a cloud portal where LICENSEE can find the technical elements required to develop its LICENSEE PRODUCTS. Specifically, SEQUANS will deliver hardware and software documentations of the MODULE and CHIPSET as well as the SOFTWARE BINARY CODE and SOFTWARE SOURCE CODE, described in Exhibit B, as and when they become available
SECTION 4. LICENSE FEES
4.1 LICENSED SOLUTION License Fees:
In consideration for the license granted in section 2, LICENSEE shall pay to SEQUANS upon signing this TALA a LICENSE FEE of [***] subject to LICENSEE’s receipt of the corresponding invoice to be issued by SEQUANS.
SECTION 5. Purchase of Product; Collaboration on CHIPSET Manufacturing
5.1 Purchase of Product [***]
Any sale of CHIPSET, MODULE or reference design boards to LICENSEE shall be governed by the terms and conditions in Exhibit D, unless the Parties agree in writing upon other specific terms and conditions.
[***]
5.2 Collaboration on CHIPSET Manufacturing:
As LICENSEE has extended semiconductors manufacturing capabilities, the two PARTIES may expand their collaboration to have LICENSEE act as the manufacturing arm to SEQUANS if this can reduce the cost of the CHIPSET. In this case, LICENSEE will manufacture the CHIPSET for SEQUANS and sell it to SEQUANS by splitting the realized CHIPSET cost saving between the two PARTIES on equal basis. The PARTIES will finalize a new agreement to cover all the related details of such collaboration.
| 4 | ||
SECTION 6. MAINTENANCE AND SUPPORT SERVICES/WARRANTY - FEES
6.1 Warranty:
SEQUANS warrants to LICENSEE that the LICENSED SOLUTION will perform substantially in accordance with the applicable features specified in Exhibit A, as they become available, for one (1) year following the release of the CHIPSET to LICENSEE (the “Warranty Period”).
SEQUANS warrants that the information provided under Exhibit B is complete and accurate.
Notwithstanding anything to the contrary in this Agreement and in addition to any other rights LICENSEE may have under this Agreement including those set forth in Section 9 of this Agreement, should Sequans be unable to confirm the qualified LICENSED SOLUTION performs substantially in according with the features specific in Exhibit A and B on or before June 30, 2023 the LICENSEE shall have the option to terminate this Agreement and SEQUANS shall refund 50% of the LICENSE FEE to LICENSEE within 10 days of said termination.
6.2 Maintenance and support services and related fees:
During the Warranty Period, Sequans will provide the maintenance and support services described in Exhibit C (“MS Services”) without charge.
After the expiration of the Warranty Period, upon written request from LICENSEE, SEQUANS will provide MS Services for additional one year terms in consideration of the payment by LICENSEE of annual maintenance fees amounting to [***] per year for the first two years. Annual maintenance fees for subsequent years shall be set according to the table set forth below. The MS Services period shall automatically renew for subsequent one-year periods. LICENSEE may terminate the MS Services by notifying the other Party in writing at least ten (10) days in advance. In the event that LICENSEE terminates the annual maintenance services in the middle of a term, SEQUANS shall refund 50% of that portion of the maintenance fee corresponding to the number of remaining unused months in the then current term.
[***]
LICENSEE will pay the MS Services fees applicable to a given one-year period within forty five (45) days of receipt of SEQUAN’s invoice.
In the event that such fees remain unpaid for sixty (60) days after LICENSEE’s receipt of SEQUAN’s invoice, SEQUANS may suspend all MS Services until such time as the fees have been paid by LICENSEE.
6.3 Exclusions:
LICENSEE hereby acknowledges that the LICENSED SOLUTION is a highly sensitive electronic product requiring special handling and that neither the Warranty granted under Section 6 herein shall apply nor shall SEQUANS provide the MS Services in the event the LICENSED SOLUTION, or any part thereof, has been (i) subject to accident, misuse (i.e., not in compliance with its specifications and/or the terms and conditions set forth herein), negligence or improper installation/implementation, (ii) subject to maintenance services provided by anyone other than SEQUANS, or (iii) incorporated in products other than LICENSEE PRODUCT.
SECTION 6Bis. OTHER COLLABORATIONS
6Bis. 1 Go-to-Market
SEQUANS use its best efforts to lead the carrier certification efforts and expects that LICENSEE will supply the MODULE to market with the support and promotion of SEQUANS. [***] The Parties will jointly promote the 5G Taurus solution to the market.
| 5 | ||
[***]
6Bis.2 Collaboration on [***]
[***]
[***]
The PARTIES will negotiate in good faith the business terms and the NRE cost and other expense(s), if any, to be paid by LICENSEE to compensate SEQUANS for the support, integration and certification of such mmWave module. Should the PARTIES conclude such terms, it is understood that Renesas will be responsible for any outside lab certification fees for the [***] module Sequans will provide the first [***] The aforementioned NRE is not part of the License Fee pertaining to Section 2, the NRE is a separate fee to be negotiated at a later date.
6Bis.3 Collaboration on [***]
The PARTIES will explore the option to [***]
6Bis.4 Option for CHIPSET Manufacturing License
The two PARTIES may be interested to expand this TALA to allow LICENSEE to manufacture the CHIPSET and sell it to market under its brand. In such case, the PARTIES will negotiate in good faith the terms and conditions related to such license, specifically; market/segment application and licensing/royalty/support fees, and would consequently conclude an amendment to the TALA to cover this collaboration.
SECTION 7. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY
| a. | SEQUANS will defend any claim, suit, or proceeding brought against LICENSEE and will pay any damages or court costs (excluding consequential and exemplary damages) finally awarded against LICENSEE, or agreed to by SEQUANS in settlement or compromise, to the extent such claim, suit, or proceeding is based on an allegation that the LICENSED SOLUTION or any apart thereof, or the use or distribution thereof in accordance with this TALA, infringes upon a third party’s Intellectual Property right, including but not limited to patent, copyright or trade secret (a “Claim”) provided that LICENSEE (i) promptly notifies SEQUANS of such claim, suit, or proceeding; (ii) gives SEQUANS all applicable evidence in LICENSEE’s possession, custody or control; (iii) gives SEQUANS reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise; and (iv) has paid and continues to pay all fees due to SEQUANS under this TALA and has complied and continues to comply with all other provisions of this TALA. |
| b. | In the event the LICENSED SOLUTION is held to constitute an infringement of third party Intellectual Property right, SEQUANS may at its sole discretion: (i) obtain a license that allows LICENSEE to continue to use the LICENSED SOLUTION, or (ii) replace or modify the LICENSED SOLUTION so that it becomes non-infringing and reasonably meets the applicable specifications set forth in Exhibits A and B. |
| c. | Exceptions. Notwithstanding the foregoing provisions of this Section 7, SEQUANS shall have no liability for LICENSEE’s willful acts or for any settlement or compromise incurred or made by LICENSEE without SEQUANS’s prior written consent. Notwithstanding the above, SEQUANS shall have no obligation to defend and shall have no indemnification obligation under this section 7 with respect to any Claim to the extent it (i) is based upon any use of the LICENSED SOLUTION by LICENSEE that is in violation of this Agreement, (ii) is based upon any use of the LICENSED SOLUTION by LICENSEE outside the LICENSED SOLUTION use for cellular communications devices (iii) is based upon any intellectual property right of an entity in which LICENSEE or an affiliate or subsidiary has a controlling or financial interest or for which it has cross license rights, (iv) results from any suit or allegation initiated by LICENSEE (e.g., a counter claim), (iv) is based upon LICENSEE’s failure to use materials or instructions provided by SEQUANS which would have rendered the LICENSED SOLUTION non-infringing as long as the materials or instructions do not materially affect the performance of the LICENSED SOLUTION (v) is based solely upon LICENSEE’s modifications or alterations to LICENSED SOLUTION, or a combination of the LICENSED SOLUTION with other items not furnished by SEQUANS where the infringement is caused solely by such combination (vi) is based upon SEQUANS’s compliance with LICENSEE’s particular design, instructions or specifications, or (vii) is based upon LICENSEE’s failure to use any modifications, including corrections and enhancements, delivered to LICENSEE by SEQUANS, if such use would have prevented the infringement |
| 6 | ||
| d. | Standard Essential IPR. SEQUANS shall have no obligation to defend and shall have no indemnification obligation under this section 7 with respect to any Claim to the extent it is based solely upon any alleged infringement of Standard Essential IPR, except when LICENSEE purchase modules with Standard Essential IPR coverage, it being specified that CHIPSET can only be sold without Standard Essential IPR coverage. |
| e. | LICENSEE Indemnification. LICENSEE will defend any claim, suit, or proceeding brought against SEQUANS for infringement of a third party’s intellectual property rights and will pay any damages or court costs (excluding consequential and exemplary damages) awarded against SEQUANS, or agreed to by LICENSEE in settlement or compromise, to the extent such claim, suit, or proceeding is based solely on: (i) LICENSEE’s modifications to the SOFTWARE or LICENSED SOLUTION, (ii) SEQUANS’s compliance with LICENSEE’s particular design, instructions or specifications, (iii) LICENSEE’s failure to use any modifications, including corrections and enhancements, delivered to LICENSEE by SEQUANS, if such use would have prevented the infringement, (iv) the use or incorporation, or the facilitation thereof, of the LICENSED SOLUTION in products other than LICENSEE PRODUCTS, on the condition that SEQUANS: (a) promptly notifies LICENSEE of such claim, suit or proceeding; (b) gives LICENSEE all applicable evidence in SEQUANS’s possession, custody or control related to such claim, suit or proceeding; and (c) gives LICENSEE reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. |
| f. | Each party may be represented in any such indemnification proceeding by counsel of its own choosing at its own expense. The indemnifying Party shall not agree to any settlement or compromise that admits fault or imposes liability on the part of the indemnified Party without its prior written consent. |
THIS SECTION 7 STATES THE PARTIES’ ENTIRE OBLIGATION AND LIABILITY, AND THE PARTIES’ SOLE REMEDY, FOR ANY ALLEGATIONS OF INFRINGMENT OF THIRD PARTY INTELLECTUAL PROPERTY ARSING OUT OF OR RELATING TO THE USE OF THE LICENSED SOLUTION IN WHOLE OR IN PART.
SECTION 8. LIMITED LIABILITY - LIMITATION OF REMEDIES
THE WARRANTIES RESPECTIVELY PROVIDED FOR UNDER
| (i) | SECTION 6 “WARRANTY/MAINTENANCE AND SUPPORT SERVICES - FEES” AND SECTION 7 “INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY” ABOVE AND |
| (ii) | SECTION 11 OF THE SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF PRODUCT SALE APPENDED UNDER EXHIBIT D HERETO (OR ANY OTHER PROVISION TO BE SUBSTITUTED UPON AGREEMENT OF THE PARTIES) |
ARE EXCLUSIVE, AND SEQUANS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER CUSTOMER NOR ANY OTHER PERSON OR BUSINESS ORGANIZATION IS AUTHORIZED TO MAKE ANY WARRANTY OR ASSUME ANY OBLIGATION OR LIABILITY ON SEQUANS’ BEHALF IN CONNECTION WITH THE SALE, INSTALLATION, OR USE OF THE LICENSED SOLUTION.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS - INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL - INCURRED BY THE OTHER PARTY IN CONNECTION WITH OR ARISING OUT OF THE PRESENT TALA AND/OR THE USE OF ANY ITEMS OR SERVICES PROVIDED FOR IN THIS TALA, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY OTHER PARTY.
PURSUANT TO SECTION 2 ABOVE, LICENSEE ACKNOWLEDGES THAT IN NO EVENT SHALL SEQUANS BE LIABLE FOR, ANY DAMAGES CAUSED BY LICENSEE OR ITS CUSTOMERS BREACH OF ANY APPLICABLE OPEN SOURCE CODE LICENSE TERMS REGARDING OPEN SOURCE CODE CONTAINED IN THE SOFTWARE.
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS TALA EXCEED THE GREATER OF [***]
SECTION 9. TERM - TERMINATION
The term of this TALA shall commence on the Effective Date.
| 7 | ||
If either Party breaches any of its representations or obligations under this TALA, the other Party shall have the right, without prejudice to any other rights it may have, at any time thereafter to terminate this TALA upon at least forty-five (45) days’ notice, provided that such breach is continuing at the end of such notice period.
In the event of a termination due to breach by LICENSEE, SEQUANS shall keep the LICENSE FEE and LICENSEE shall pay to SEQUANS all outstanding maintenance fees and expenses accrued before the termination date in accordance with this TALA.
In the event a termination due to breach by SEQUANS, LICENSEE shall be entitled to continue to exercise the granted under this TALA, to continue to distribute and sell LICENSEE Products using and incorporating the LICENSED SOLUTION in its inventory, including LICENSEE PRODUCTS in process or production and shall be entitled to keep the SOFTWARE and all related documentation until for LICENSEE’s customers support. Nothing herein shall be construed to limit LICENSEE’s rights to seek any additional damages or remedies available to it under the law.
Upon termination of this TALA for LICENSEE’s uncured breach of this TALA, the TALA and all other rights granted hereunder to LICENSEE shall immediately cease, and LICENSEE shall (i) return the SOFTWARE (any and all releases) and all related documentation to SEQUANS, or (ii) destroy all remaining copies of such SOFTWARE and of the associated documentation and confirm such destruction in writing, provided, however, that LICENSEE shall be permitted to sell, distribute, and support any LICENSEE PRODUCTS in its inventory, including LICENSEE PRODUCTS in production and shall be entitled to keep the SOFTWARE and all related documentation until for LICENSEE’s customers support.
SECTION 10. CONFIDENTIALITY
| 10.1 | Treatment and Protection of Confidential Information. |
The Receiving Party acknowledges that, during the performance of this TALA, the Disclosing Party may disclose, or the Receiving Party may learn, of the Disclosing Party’s CONFIDENTIAL INFORMATION. The Receiving Party agrees to take reasonable steps to protect the Disclosing Party’s CONFIDENTIAL INFORMATION. The Receiving Party agrees not to: (1) use, except as required by the normal and proper course of performing under this TALA, (2) disclose, (3) copy, or (4) allow access to, the Disclosing Party’s CONFIDENTIAL INFORMATION without the express prior written consent of the Disclosing Party.
These restrictions shall continue to apply as long as the Disclosing Party maintains the confidentiality of the CONFIDENTIAL INFORMATION.
| 10.2 | Employees. |
The Receiving Party shall make its employees, agents, principals, and independent contractors aware of the confidentiality obligations of this TALA and the Receiving Party shall require its employees, agents, principals, and independent contractors to execute confidentiality agreements undertaking an obligation of confidentiality comparable to that provided in this TALA.
| 10.3 | Return of Property. |
Subject to LICENSEE’s right to retain the SOFTWARE and all related documentation as provided in Section 9 above, the Receiving Party agrees to return to the Disclosing Party promptly upon the termination of this TALA, or at any other time when requested, property of the Disclosing Party, including but not limited to all CONFIDENTIAL INFORMATION of the Disclosing Party, media containing such CONFIDENTIAL INFORMATION and all copies thereof.
SECTION 11. GENERAL TERMS
| 11.1 | Waiver of Breach. |
A breach of any provision of the TALA may only be waived in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach.
11.2 Severability.
If any provision of the TALA should, for any reason, be held invalid or unenforceable in any respect, the remainder of the TALA shall be enforced to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.
11.3 Assignment and Transfer.
Neither Party shall assign or transfer the TALA or any part thereof without the express prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
| 8 | ||
| 11.4 | Force Majeure. |
Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, storms, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such Party.
| 11.5 | Entire Agreement. |
The TALA and the exhibits hereto contain the entire agreement between the Parties as to the subject matter hereof. The TALA may not be modified or amended except in writing signed by the Parties, or as provided elsewhere in the TALA.
| 11.6 | Headings. |
Headings in the TALA are for the purpose of convenience only. They are not intended to be a material part of the TALA, and in the event of any conflict between the heading and the text, the text shall govern.
| 11.7 | Publicity. |
SEQUANS will have the right to use LICENSEE’s name and logo on SEQUANS’ website and in corporate presentations.
SEQUANS and LICENSEE agree to issue a joint press release in a form mutually agreed by the Parties regarding their relationship at a time that is mutually agreeable to both Parties.
| 11.8 | Governing Law and Jurisdiction. |
The TALA shall be governed by and construed in accordance with the laws of the State of New York. Any dispute arising out of the interpretation and/or the performance of the present agreement shall be submitted to the exclusive competence of the state of the state or federal courts for the Southern District of New York, New York, notwithstanding plurality of defendants or introduction of a third party.
| SEQUANS | ||
| /s/ Georges Karam | ||
| Name: | Georges Karam | |
| Title: | CEO | |
| Dec. 11, 2020 | ||
| LICENSEE | ||
| /s/ Roger Wendelken | ||
| Name: | Roger Wendelken | |
| Title: | SVP MCUBD | |
| 9 | ||
EXHIBIT A
Taurus CHIPSET and MODULE Specifications
See attached data sheets:
[***]
| SQN5010-Datasheet_ |
| Rev2.pdf |
|
| SQN5040-Datasheet_ |
| Rev2.pdf |
|
|
| [***] |
| 5G-LGA-Module-Data |
| sheet_Rev2.pdf |
|
|
| 5G-M2-Module-Data |
| sheet_Rev2.pdf |
| 10 | ||
EXHIBIT B
SOFTWARE
The SOFTWARE is divided Into 3 main components: FIRMWARE, SDK and TOOLS.
The FIRMWARE includes the following components:
[***]
The application software of the LICENSEE can control the FIRMWARE either by AT commands or by an Application Programming Interface (API).
The FIRMWARE runs on the embedded processor of SEQUANS Chipset.
The FIRMWARE is delivered in BINARY code.
The SDK (Software Development Kit) is a set of software and libraries that the LICENSEE can integrate in their application software to control the FIRMWARE using a well-defined set of APIs.
The SDK runs on external Application Processor. Upon availability, it can run embedded in the Embedded Linux Cluster of Sequans Chipset.
The SDK is delivered in SOURCE code.
The TOOLS run on Windows PC and include:
| 1. | A Design & Verification Tool (DV) for hardware development. |
| 2. | A Diagnostic & Monitoring Tool (DM) for software development & field troubleshooting. |
| 3. | A Sequans Firmware Update Tool (SFU) for software upgrade of devices during development and on the production line. |
LICENSEE expressly undertakes to use the DM TOOL for the sole and only purpose of TESTING and DEBUGGING. LICENSEE is perfectly aware that the distribution/sale of such DM TOOL is strictly prohibited by SEQUANS. Considering that the DM TOOL is provided as a courtesy by SEQUANS and at no charge, LICENSEE acknowledges and accepts that such DM TOOL is provided “AS IS” with no associated documentation, no support or maintenance of any kind, no warranties, express or implied, whatsoever. In no event shall SEQUANS be liable for any claim, damages or loss - Incidental, indirect, special or consequential - arising from, out of in connection with the DM TOOL. No Intellectual Property or licensing rights shall be assigned to LICENSEE, under any form or for any purpose whatsoever, with respect to DM TOOL. Any modification, whatsoever, of the DM TOOL is strictly prohibited without prior written consent of SEQUANS. THE USE OF DM TOOL IS SUBJECT TO THE PRIOR ACCEPTANCE OF THESE TERMS.
| 11 | ||
EXHIBIT C
Maintenance and Support Services
Annual Maintenance and Support Plan
Description
The annual maintenance and support plan applies to all SEQUANS LICENSEES who are eligible for such services under Solution License Agreement or any other agreement executed by such LICENSEES. No refund, pro-rated otherwise will be given to LICENSEE if LICENSEE cancels during a maintenance and support subscription period unless such cancellation or termination was the result of SEQUANS uncured breach of its maintenance and support obligations herein.
The plan consists of the following services and conditions.
1. Access to SEQUANS’ online Service Center website
Unlimited access to SEQUANS’ Service Center website. The Service Center website includes SEQUANS’ release notes, known product issues and links to download available Software releases and patches. All reports, inquiries and requests shall be written in English only. All documents attached to cases shall be in English.
2. Access to On-line Technical Support
Unlimited access to SEQUANS’ on-line customer service ticketing system to allow LICENSEE to submit bug reports, technical inquiries or product feature enhancements requests. The current ticketing system used by SEQUANS is Salesforce CRM tool, should SEQUANS change such tool, LICENSEE will be notified in due time.
SEQUANS undertakes to provide LICENSEE with Acknowledgement and Response for any support request within the Guaranteed Hours of Operations, as defined below.
For the application of this service:
| • | The term “Acknowledgement” is defined as the initial feedback provided by SEQUANS to the support request and consists of: 1) Acknowledgement of the severity level, which shall be agreed by the two parties, 2) Acknowledgement by SEQUANS that the support request includes sufficient information to understand the request and pursue the investigation. |
| • | The term “Response” is defined as either a solution to a functional or technical query or a status report on the resolution of such matter. |
| • | The term “Guaranteed Hours of Operations” means from 9 AM to 6 PM during business working days (excluding weekends and national holidays) applicable to SEQUANS’ regional support office. |
Acknowledgement and Response times are determined based on the severity of the support request also named “Case” in the customer service system. SEQUANS and LICENSEE shall agree in good faith upon the classification of the severity of the notified problem. SEQUANS will endeavour to respect the applicable response time limits defined below. In the event that the LICENSEE’s problem report does not contain sufficient information for SEQUANS to diagnose, SEQUANS will request from LICENSEE the extra information needed for investigation and such request will reset the problem report clock in the LICENSEE service tool.
| 12 | ||
| Severity Criteria |
Acknowledgement Time |
Response Time | ||
| Blocker: Problem which prevents or seriously impairs the performance of substantially all major functions in the LICENSED SOLUTION | 1 working day from the call | 4 working days from the call | ||
| Major: Severe impact of a problem which prevents or seriously impairs the performance of a major function in the LICENSED SOLUTION | 3 working days from the call | 9 working days from the call | ||
| Normal: Degraded Operation for a problem which disables or impairs the performance of a minor function in the LICENSED SOLUTION. | 6 working days from the call | 17 working days from the call | ||
| Minor: Problem in a rarely used function and problem for which there is an easy and effective method of avoiding impact. | 11 working days from the call | 40 working days from the call | ||
The above·mentioned support scheme will be valid only to if LICENSEE has respected design guidelines communicated by SEQUANS during the design phase.
For issues with “Blocker” severity level, SEQUANS will make its best effort to solve them within the shortest time and will determine the most appropriate solution, including the possible delivery of a patch release.
3. Telephone, Email and On-Line Instant Messaging Support
It is mandatory for LICENSEE to use SEQUANS CRM tool to report technical questions or issues. Other media such as phone, email or on-line instant message systems, may be used only in support of the investigation of support requests already reported and fully described in the CRM tool.
4. On-line Remote Support
SEQUANS can remotely access to LICENSEE’s production system or engineering test labs, via modem and remote access communication software: VNC connection. This service is designed to allow our support engineers to effectively investigate the problem in LICENSEE’s installation. This service depends on the IT infrastructure provided by LICENSEE.
5. Support Contacts
The LICENSEE may appoint up to 3 individuals (principal and substitutes) to serve as the primary contacts to receive support from SEQUANS and through the LICENSEE Center website.
SEQUANS will appoint 1 IOT Engineer to serve as the primary contact to provide technical support to the LICENSEES.
6. LICENSEE Project Follow-up
SEQUANS undertakes to setup regular meetings and/or conference calls with the customer Support Contacts at a frequency that can go up to once per week if required. The agenda of those calls will cover the review of the status of the pending LICENSEE support requests or “cases” from the LICENSEE Service website. Other technical-related topics such as development status, roadmap updates, specific support needs, may also be discussed during those calls.
7. LICENSEE Trainings
SEQUANS undertakes to provide 2 days of standard training on SEQUANS software and hardware products at SEQUANS premises or at LICENSEE premises for each new Licensed LICENSEE. By default, all trainings will be in English.
| 13 | ||
8. Reference Design Boards
In order to take full benefit of SEQUANS’ support capabilities, it recommended that LICENSEE purchase a User Equipment Reference Design boards to serve as development support platforms. Such platforms are intended to be used as a known reference to support the investigation of technical issues, and to compare the behavior of SEQUANS software and hardware solutions with its own implementation.
The warranty of Reference Design boards is covered by SEQUANS Terms and Conditions of Product Sale.
9. Software Upgrades
SEQUANS will provide LICENSEE, without additional charge any upgrades to software products (licensed to it), if and when they become available, including related documentation during the term of the maintenance and support subscription.
Upgrades are defined as new software versions which are denoted by a change in the release number (e.g. 2.0 or 5.1 ).
10. Software Updates
SEQUANS may provide LICENSEE, without additional charge, some updates to software products (licensed to it) including related documentation during the term of the maintenance and support subscription.
Updates consist of Software emergency patch releases (EPRs) intended to fix known product issues of severity level defined as “Blocker”.
11. Supported Software Versions
SEQUANS recommends to LICENSEE to use the latest Software versions released by SEQUANS to benefit from all new features and improvements.
Once a hardware solution is declared “End of Life”, SEQUANS commits to continue to support software on the End-of-Life hardware for a minimum of six months after the LICENSEE’s final purchase of the End-of-Life hardware.
| 14 | ||
EXHIBIT D
SEQUANS COMMUNICATIONS TERMS AND CONDITIONS OF SALE
1. DEFINITIONS - As used herein, the following terms shall have the meanings set forth below:
(a) “Seller” shall mean Sequans Communications.
(b) “Buyer” shall mean the individual or entity that has submitted a Purchase Order to Seller or has otherwise purchased Product directly from Seller
(c) “Purchase Order” shall mean a written offer to purchase the Product communicated to Seller by Buyer.
(d) “Product” shall mean Seller’s product: silicon, hardware board, 4G/5G module, and/or 4G/5G module evaluation kit and related documentation
(e) “Product Specification” always refers to Seller’s product specification.
(f) “Delivery Date” is the date when the Product is tendered to the carrier at Seller’s shipping point.
(g) “Essential IPR” means those claims of patents, patent applications, or any other intellectual property rights that would necessarily be infringed by remaining compliant with a published standard including optional implementations thereof provided for in the standards on technical but not commercial grounds taking into account normal technical practice and the state of art generally available at the time of standardization.
(h) “Order Acknowledgement” shall mean the document Seller sends to Buyer acknowledging and accepting a Purchase Order.
(i) “4G/5G Essential IPR” means Essential IPR for the 4G/5G standards set by 3GPP, ETSI, JEDEC, IEEE or other specifications organization.
(j) “With 4G/5G Essential IPR Indemnification” shall mean that the Product is purchased with indemnification by Seller of 4G/5G Essential IPR.
(k) “Without 4G/5G Essential IPR Indemnification” shall mean that the Product is purchased without indemnification by Seller of 4G/5G Essential IPR.
(l) “Standard Terms” shall mean these Sequans Communications Terms and Conditions of Sale.
(m) “Agreement” means the accepted Purchase Order and these Standard Terms.
2. PURCHASE PROCESS
(a) If Buyer would like to purchase Product, it must submit a purchase order to Seller. If Seller accepts the purchase order, it will send an Order Acknowledgment to Buyer. Seller will only accept Buyer’s orders if they are in writing on a properly constituted order in PDF version.
(b) Except as otherwise agreed by Seller and Buyer, the terms applicable to Seller’s sales to Buyer will be, in order of precedence: (i) the terms of Seller’s Order Acknowledgement to which Buyer’s offer relates, if any; (ii) the terms of any customer agreement provided by Seller that Buyer has signed in the past that has not been terminated, if terms and conditions of sale have been incorporated into that signed customer agreement; and (iii) unless contradicted by a signed agreement as described in (ii), these Standard Terms. Any provision of Buyer’s Purchase Order or other written communication which is in any way inconsistent with or in addition to these documents shall not be binding on Seller.
(c) Except as otherwise agreed by Seller and Buyer, in the absence of a customer agreement as described in section 2(b)(i) above, the Order Acknowledgment constitutes a counter offer to Buyer, and Buyer’s failure to object in writing to any provision within five (5) days of receipt of the Order Acknowledgment shall constitute acceptance of these Standard Terms and any terms included in the Order Acknowledgement. Seller’s failure to object to provisions contained in any communication from Buyer shall not be a waiver of these Standard Terms nor any additional terms included with Seller’s Order Acknowledgment.
3. EVALUATION BOARDS
The evaluation board (the “Evaluation Board”) offers limited features allowing developers only to evaluate and test the Sequans Products. The Evaluation Board is not intended for consumer or household use. Buyer is not authorized to use the Evaluation Board in any production system, and it may not be offered for sale or lease, or sold, leased or otherwise distributed for commercial purposes. If the Evaluation Board is incorporated in an evaluation system, the evaluation system may be used by Buyer solely for evaluation and testing purposes. Such evaluation system may not be offered for sale or lease or sold, leased or otherwise distributed for commercial purposes and must be accompanied by a conspicuous notice as follows: “This device is not, and may not be, offered for sale or lease, or sold or leased or otherwise distributed for commercial purposes”.
4. PRICE AND PAYMENT
(a) Seller will invoice Buyer on the Delivery Date. Such invoices will be due and payable net forty-five (45) days from date of invoice without deduction or set off of any kind.
(b) At any time before the Delivery Date, Seller reserves the right to change any terms of credit extended to Buyer in the event Seller believes, in good faith, that there has been an adverse change in Buyer’s credit worthiness or Buyer fails to comply with agreed credit terms, and to require partial or full payment in advance. In such event, if Buyer refuses to accept such change in credit terms, Seller may cancel Buyer’s Purchase Order without any liability to Seller. In the event of bankruptcy or insolvency of Buyer or in the event any proceeding is brought by or against Buyer under any bankruptcy or insolvency laws or their equivalent, Seller may cancel any Purchase Order then outstanding without liability to Seller and Buyer shall reimburse Seller for costs incurred and lost profit for the Product so canceled.
5. TAXES
Buyer shall pay, in addition to the prices indicated, the amount of any present or future customs, duties or any sales, use, excise or other similar tax applicable to the sale of the Product, or in lieu thereof Buyer shall supply Seller with an appropriate tax exemption certificate.
6. EXPORT CONTROL AND REGULATORY REQUIREMENTS
Buyer represents that the Product will not be shipped to any countries subject to embargo, export controls or other restrictions under any applicable law or regulation. Buyer is obliged to comply with regulatory requirements applying to the Product as indicated the Product’s documentation.
| 15 | ||
7. DELIVERY POINT - All sales are made Ex Works point of shipment, Seller’s facility in Singapore. Title and risk of loss or damage shall pass to Buyer upon tender of the Product to the carrier at the shipping point. Unless written instructions from Buyer specifying the method of shipment have been received and accepted by Seller, Seller will exercise its own discretion in selecting the manner of shipment, insurance, and carrier. Buyer shall be solely responsible for filing any claims for damage during shipment with the carrier. After the passage to Buyer of such risk of loss, the Product held by Seller, for whatever reason, shall be held for Buyer’s account at Buyer’s expense, irrespective of whether the Product is within the coverage of any insurance policy maintained by Seller.
8. DELIVERY
(a) Seller will manufacture the Product in accordance with the shipment date as indicated in the Order Acknowledgment. However, the shipment date is an estimate only, and Seller will be subjected to no liability for failure to perform on or by such date, provided, however, that Buyer shall have the right to terminate, all or any portion of any Purchase Order where Seller moves the shipment date more than sixty (60) days beyond the original committed date.
(b) Seller reserves the right to make partial shipments by line item with the consent of the Buyer, which consent shall not be unreasonably withheld, and invoices will be issued accordingly by Purchase Order line item.
9. PRODUCT ACCEPTANCE
(a) Buyer shall notify Seller (and the carrier where appropriate) of discrepancies between type and quantity of the Product ordered and the Product delivered, or damage to the Product, within five (5) working days of Buyer’s receipt of the Product. Lacking such notice, Buyer shall be deemed to have irrevocably accepted the Product as invoiced.
(b) Defective Product may be returned to Seller only after prior notification and receipt of a Return Material Authorization number (hereinafter referred to as “RMA Number”). All Product returned under an RMA will be at Buyer’s expense and risk. Product returned without a valid RMA Number will be sent back to the Buyer at Buyer’s expense and risk.
(c) No credit allowances for defective Product will be made or replacements therefore shipped until it is established to Seller’s satisfaction after suitable test and inspection that the Product was in fact defective. Seller reserves the right to impose a reasonable rescreening charge if Seller determines that the Product returned is found to be functional.
10. SPECIFICATIONS - All Product is subject to Seller’s standard specifications. Seller shall not make substitutions and modifications in the specifications of any Product without notification to or approval from Buyer and shall not change any Products without Notice to Buyer, in compliance with J-STD-046, and written acceptance of the change by Buyer within a reasonable amount of time if the fit, form, or function of the Product has changed.
11. LIMITED WARRANTY - Seller warrants all Product against defects in materials and workmanship for a period of two (2) years from the Delivery Date. Board Products are warranted for a period of six (6) months from the Delivery Date. Seller’s sole liability shall be limited to either replacing, repairing or issuing credit, at its option, for the Product if it has been paid for. Seller will not be liable under this provision unless:
(a) Seller is promptly notified in writing upon discovery of defects by Buyer;
(b) The claimed defective Product is returned to Seller by Buyer at Seller’s expense;
(c) Seller’s examination of the Product discloses that the alleged defect was not caused by misuse, neglect, improper installation, repair, alteration, accident or other hazard.
THIS WARRANTY DOES NOT COVER, AND SELLER SHALL HAVE NO LIABILITY FOR, PRODUCT DAMAGE WHICH RESULTS FROM ACCIDENT, MISUSE, ABUSE, IMPROPER LINE VOLTAGE, FIRE, FLOOD, LIGHTNING OR OTHER ACTS OF GOD OR DAMAGE RESULTING FROM ANY MODIFICATIONS, REPAIRS OR ALTERATIONS PERFORMED OTHER THAN BY SELLER OR SELLER’S AUTHORIZED AGENT. BUYER ACKNOWLEDGES THAT THE PRODUCT IS HIGHLY SENSITIVE ELECTRONIC DEVICE REQUIRING SPECIAL HANDLING AND THAT THIS WARRANTY DOES NOT APPLY TO IMPROPERLY HANDLED PRODUCT. SELLER EXPLICITLY DISCLAIMS, AND BUYER EXPRESSLY WAIVES, ANY WARRANTIES NOT PROVIDED FOR HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES PROVIDED BY THE UNIFORM COMMERCIAL CODE, TO THE GREATEST EXTENT PERMITTED BY LAW.
12. BUYER’S REPRESENTATIONS
(a) Buyer shall use the Product in accordance with (i) the applicable laws and regulations and (ii) the applicable Standard Terms.
13. CANCELLATION - Seller must receive Buyer’s written cancellation notice no less than sixty-five (65) days before Seller’s scheduled ship date indicated in the Order Acknowledgment.
14. RESCHEDULING OF DELIVERY
(a) Product scheduled for delivery within thirty (30) days cannot be rescheduled
(b) Product scheduled for delivery outside of thirty (30) days may be rescheduled one (1) time, as long as the rescheduled ship date takes within the same calendar quarter as the original scheduled ship date.
15. END OF LIFE - In the event that Seller decides to discontinue the manufacture of a Product, Seller shall give Buyer at least twelve (12) months advance written notice thereof. Supplier shall allow Buyer to place Purchase Orders for the given Product, which shall be non-cancellable, within nine (9) months from the date of the aforesaid notice with delivery of the Products to occur no later than fifteen (15) months from the date of written notice of discontinuance.
21. PROHIBITIONS - Buyer covenants that it shall not use the Products for the purposes of disturbing international peace and security, including notably (i) the design, development, production, stockpiling or any use of weapons of mass destruction such as nuclear, chemical or biological weapons or missiles, (ii) the other military activities, or (iii) any use supporting these activities.
22. TERMINATION
In the event either Party breaches any of its material obligations as set forth in the Agreement, the other Party shall be entitled to terminate such Agreement thirty (30) days following a notice to cure the breach given in a letter sent registered mail, return receipt requested, with which the breaching Party fails to comply, without prejudice to the right of the non-breaching Party to claim any damages to which it may be entitled.
18. GENERAL
(a) Subject to Section 2(b) above, these Standard Terms and any related Order Acknowledgment (i) constitute the entire agreement between the parties with respect to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein, and (ii) supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the parties, relating to the subject matter hereof.
| 16 | ||
(b) All rights and obligations of the parties to these Standard Terms and any related Order Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York.
(c) All covenants, stipulations and promises in these Standard Terms and any related Order Acknowledgment shall be binding upon and inure to the benefit of the parties hereto and their respective successors in interest, assignees, and legal representatives. Neither party shall have the right to assign or otherwise transfer its rights or obligations under these Standard Terms and any related Order Acknowledgment without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that nothing herein shall prevent either party from assigning all of its rights and obligations under these Standard Terms and any related Order Acknowledgment to a wholly-owned subsidiary of that party upon written notice to the other party.
(d) If the performance of these Standard Terms and any related Order Acknowledgment or if any obligations hereunder, except the making of payments, is prevented, restricted, or interfered with by reason of fire or other casualty or accident; strikes or labor disputes; inability to obtain raw materials, unforeseen manufacturing inefficiencies, power, or supplies, war or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency; or any other act or condition whatsoever beyond the reasonable control of the parties hereto (together referred to as “Force Majeure Events”), the party so affected upon giving prompt written notice to the other party, will be excused from performance to the extent of the prevention, restriction, or interference, provided that the party so affected uses its best efforts to avoid or remove the causes of nonperformance and continues performance hereunder with the utmost dispatch as soon as those causes are removed. Should the given Force Majeure event last more than two (2) months, either Party shall be entitled terminate the given Purchase Order, upon seven (7) days prior written notice notified to the other Party by registered letter, being specified that such termination. shall not entail any right of compensation whatsoever.
(e) These Standard Terms and any related Order Acknowledgment shall be governed by and construed in accordance with the laws of the State of New York. Any dispute regarding the performance, interpretation, enforcement, termination of the Agreement or with respect to any matter arising out of or in connection with these Standard Terms and any related Order Acknowledgment shall be submitted to the exclusive competence of the state and federal courts of the Southern District of New York, New York, notwithstanding plurality of defendants or introduction of a third party. Prior to any referral of a dispute to a Court, the Parties shall attempt to reach an amicable settlement.
| 17 | ||
EXHIBIT E
SUB-LICENSE TO CONTRACTORS
In accordance with section 2.2 of this TALA, the following manufacturing or design service contractors are authorized access to the LICENSED SOLUTION:
| Name of Contractor |
Address of Contractor |
Name and Email Address of Contact Person at the Contractor |
Type of Services |
Contractor has |
Sub-license accepted by | |||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No | ||||||||||
| ☐ Yes ☐ No |
| 18 | ||
NA500G Module
Preliminary Datasheet
|
|
SEQUANS Communications Les Portes de la Défense – Hall A 15-55 Boulevard Charles de Gaulle 92700 Colombes - France Phone. +33.1.70.72.16.00 Fax. +33.1.70.72.16.09 www.sequans.com contact@sequans.com |
| 19 | ||
Legal Notices
Copyright© 2020, SEQUANS Communications
All information contained herein and disclosed by this document is confidential and the proprietary property of SEQUANS Communications and all rights therein are expressly reserved. Acceptance of this material signifies agreement by the recipient that the information contained in this document is confidential and that it will be used solely for the purposes set forth herein. Acceptance of this material signifies agreement by the recipient that it will not be used, reproduced in whole or in part, disclosed, distributed, or conveyed to others in any manner or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems – without the express written permission of SEQUANS Communications.
All Sequans’ logos and trademarks are the property of SEQUANS Communications. Unauthorized usage is strictly prohibited without the express written permission of SEQUANS Communications.
All other company and product names may be trademarks or registered trademarks of their respective owners. Products and services of SEQUANS Communications, and those of its licensees may be protected by one or more pending or issued U.S. or foreign patents.
Because of continuing developments and improvements in design, manufacturing, and deployment, material in this document is subject to change without notification and does not represent any commitment or obligation on the part of SEQUANS Communications. SEQUANS Communications shall have no liability for any error or damages resulting from the use of this document.
Document Revision History
| Revision |
Date |
Description | ||
| 01 | July 2020 | Initial revision | ||
| 01a | August 2020 | Fix bad references and typos (no content change) Updated list of band combinations supported | ||
| 2 | October 2020 | See list of changes in Section Changes in this Document. | ||
SEQUANS Communications Confidential and Proprietary
| 2/38 | NA500G Module Preliminary Datasheet, Rev2 |
Table of Contents
| Legal Notices |
2 | |||||
| Document Revision History |
2 | |||||
| Table of Contents |
3 | |||||
| 1. Product Summary |
4 | |||||
| 1.1. |
General Description | 4 | ||||
| 1.2. |
Frequency Bands | 4 | ||||
| 1.3. |
Downlink MIMO Support | 4 | ||||
| 1.4. |
Power Class | 4 | ||||
| 1.5. |
Applications | 5 | ||||
| 1.6. |
Block Diagram | 5 | ||||
| 1.7. |
General Features | 6 | ||||
| 2. Interfaces |
7 | |||||
| 2.1. |
Pin Assignment | 7 | ||||
| 2.2. |
Power | 7 | ||||
| 2.3. |
Antenna | 8 | ||||
| 2.4. |
Data Interface | 9 | ||||
| 2.5. |
Audio PCM/I2S Interface | 10 | ||||
| 2.6. |
Auxiliary QSPI Interface | 12 | ||||
| 2.7. |
Auxiliary USB2.0 Device Interface | 12 | ||||
| 2.8. |
I2C Interface | 13 | ||||
| 2.9. |
Secure JTAG | 13 | ||||
| 2.10. |
UART | 14 | ||||
| 2.11. |
(U)SIM Interfaces | 15 | ||||
| 2.12. |
eSIM Interface | 15 | ||||
| 2.13. |
GPIOs | 16 | ||||
| 2.14. |
Time-Accurate GPIOs | 17 | ||||
| 2.15. |
mmWave Module Control | 17 | ||||
| 2.16. |
Other Signals | 18 | ||||
| 2.17. |
Auxiliary ADC | 19 | ||||
| 2.18. |
32 kHz Clock | 19 | ||||
| 2.19. |
Digital I/O Characteristics | 19 | ||||
| 3. Features |
21 | |||||
| 3.1. |
Security | 21 | ||||
| 3.2. |
Power Failure Protection | 21 | ||||
| 3.3. |
Wake Sources | 21 | ||||
| 4. Reliability and Radio Performance |
23 | |||||
| 4.1. |
Reliability Figures | 23 | ||||
| 4.2. |
RF Performance | 24 | ||||
| 5. Mechanical Characteristics |
25 | |||||
| 5.1. |
Package Description | 25 | ||||
| 5.2. |
Packing | 26 | ||||
| 5.3. |
Storage and Mounting | 26 | ||||
| 6. Regulatory Approval |
27 | |||||
| 7. Supported Downlink Band Combinations |
28 | |||||
| 7.1. |
FR1 Downlink Band Combinations | 28 | ||||
| 7.2. |
FR2 Downlink Band Combinations | 31 | ||||
| 8. Acronyms |
35 | |||||
| 9. About this Datasheet |
36 | |||||
| 9.1. |
Purpose and Scope | 36 | ||||
| 9.2. |
Who Should Read this Datasheet | 36 | ||||
| 9.3. |
Changes in this Document | 36 | ||||
| 9.4. |
References | 37 | ||||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 3/38 | ||
| 1. | Product Summary |
[***]
| 1.2. | Frequency Bands |
[***]
| 1.3. | Downlink MIMO Support |
[***]
| 1.4. | Power Class |
[***]
| 1 | When paired with Sequans’ mW5050 mmWave module. Only bands applicable to NA region are listed. |
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 4/38 | ||
| 1.5. | Applications |
[***]
| 1.6. | Block Diagram |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 5/38 | ||
| 1.7. | General Features |
[***]
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 6/38 | ||
| 2. | Interfaces |
| 2.1. | Pin Assignment |
Note: Pin assignment on the module footprint will be provided in a future edition of this document.
| 2.2. | Power |
[***]
| 3 | This pad will not provide more than 50 mA. |
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 7/38 | ||
| 2.3. | Antenna |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 8/38 | ||
| 2.4. | Data Interface |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 9/38 | ||
| 2.5. | Audio PCM/I2S Interface |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 10/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 11/38 | ||
| 2.6. | Auxiliary QSPI Interface |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 12/38 | ||
| 2.8. | I2C Interface |
[***]
| 2.9. | Secure JTAG |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 13/38 | ||
| 2.10. | UART |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 14/38 | ||
| 2.11. | (U)SIM Interfaces |
[***]
| 2.12. | eSIM Interface |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 15/38 | ||
| 2.13. | GPIOs |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 16/38 | ||
| 2.14. | Time-Accurate GPIOs |
[***]
| 2.15. | mmWave Module Control |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 17/38 | ||
| 2.16. | Other Signals |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 18/38 | ||
| 2.17. | Auxiliary ADC |
Note: AuxADC information will be provided in a future edition of the document.
| 2.18. | 32 kHz Clock |
[***]
| 2.19. | Digital I/O Characteristics |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 19/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 20/38 | ||
| 3. | Features |
| 3.1. | Security |
[***]
| 3.2. | Power Failure Protection |
[***]
| 3.3. | Wake Sources |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 21/38 | ||
Note: More information related to wake by PCIe and Ethernet will be provided in a future edition of this document.
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 22/38 | ||
| 4. | Reliability and Radio Performance |
| 4.1. | Reliability Figures |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 23/38 | ||
| 4.2. | RF Performance |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 24/38 | ||
| 5. | Mechanical Characteristics |
| 5.1. | Package Description |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 25/38 | ||
| 5.2. | Packing |
Note: This information will be provided in a future edition of the document.
| 5.3. | Storage and Mounting |
Note: This information will be provided in a future edition of the document.
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 26/38 | ||
| 6. | Regulatory Approval |
Note: FCC regulatory details will be provided in a future edition of this document.
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 27/38 | ||
| 7. | Supported Downlink Band Combinations |
| 7.1. | FR1 Downlink Band Combinations |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 28/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 29/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 30/38 | ||
| 7.2. | FR2 Downlink Band Combinations |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 31/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 32/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 33/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 34/38 | ||
| 8. | Acronyms |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 35/38 | ||
| 9. | About this Datasheet |
| 9.1. | Purpose and Scope |
[***]
| 9.2. | Who Should Read this Datasheet |
[***]
| 9.3. | Changes in this Document |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 36/38 | ||
| 9.4. | References |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 37/38 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA500G Module Preliminary Datasheet, Rev2 | ||
| 38/38 | ||
NA501M Module
Preliminary Datasheet
|
|
SEQUANS Communications Les Portes de la Défense – Hall A 15-55 Boulevard Charles de Gaulle 92700 Colombes - France Phone. +33.1.70.72.16.00 Fax. +33.1.70.72.16.09 www.sequans.com contact@sequans.com |
Legal Notices
Copyright© 2020, SEQUANS Communications
All information contained herein and disclosed by this document is confidential and the proprietary property of SEQUANS Communications and all rights therein are expressly reserved. Acceptance of this material signifies agreement by the recipient that the information contained in this document is confidential and that it will be used solely for the purposes set forth herein. Acceptance of this material signifies agreement by the recipient that it will not be used, reproduced in whole or in part, disclosed, distributed, or conveyed to others in any manner or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems – without the express written permission of SEQUANS Communications.
All Sequans’ logos and trademarks are the property of SEQUANS Communications. Unauthorized usage is strictly prohibited without the express written permission of SEQUANS Communications.
All other company and product names may be trademarks or registered trademarks of their respective owners. Products and services of SEQUANS Communications, and those of its licensees may be protected by one or more pending or issued U.S. or foreign patents.
Because of continuing developments and improvements in design, manufacturing, and deployment, material in this document is subject to change without notification and does not represent any commitment or obligation on the part of SEQUANS Communications. SEQUANS Communications shall have no liability for any error or damages resulting from the use of this document.
Document Revision History
| Revision |
Date |
Description | ||
| 1 |
July 2020 |
Initial revision | ||
| 1a |
August 2020 |
Updated list of band combinations supported | ||
| 2 |
October 2020 |
See list of changes in Section Changes in this Document. | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 2/33 | ||
Table of Contents
| Legal Notices |
2 | |||||
| Document Revision History |
2 | |||||
| Table of Contents |
3 | |||||
| 1. Product Summary |
4 | |||||
| 1.1. |
General Description | 4 | ||||
| 1.2. |
Frequency Bands | 4 | ||||
| 1.3. |
Downlink MIMO Support | 4 | ||||
| 1.4. |
Power Class | 4 | ||||
| 1.5. |
Applications | 5 | ||||
| 1.6. |
Block Diagram | 5 | ||||
| 1.7. |
General Features | 6 | ||||
| 2. Interfaces |
7 | |||||
| 2.1. |
Connector Description | 7 | ||||
| 2.1. |
Power | 8 | ||||
| 2.2. |
Antenna Connectors | 8 | ||||
| 2.3. |
mmWave Interface | 9 | ||||
| 2.3.1. Digital Control Interface |
9 | |||||
| 2.3.2. IF and Clock Interfaces |
9 | |||||
| 2.4. |
Data Interface | 10 | ||||
| 2.5. |
SIM Interface | 11 | ||||
| 2.6. |
eSIM Interface | 11 | ||||
| 2.7. |
Audio Interface | 11 | ||||
| 2.8. |
Dying Gasp | 11 | ||||
| 2.9. |
I2C Interface | 12 | ||||
| 2.10. |
GPIOs | 12 | ||||
| 2.11. |
GNSS | 12 | ||||
| 2.12. |
PCIe M.2 Signals | 13 | ||||
| 3. Features |
14 | |||||
| 3.1. |
Security | 14 | ||||
| 3.2. |
GNSS | 14 | ||||
| 3.3. |
Power Failure Protection | 15 | ||||
| 3.4. |
Wake Sources | 15 | ||||
| 4. Reliability and Radio Performance |
16 | |||||
| 4.1. |
Reliability Figures | 16 | ||||
| 4.2. |
RF Performance | 18 | ||||
| 5. Mechanical Characteristics |
19 | |||||
| 5.1. |
Mechanical Specification | 19 | ||||
| 5.2. |
RF Connector Mapping | 20 | ||||
| 5.3. |
Packing | 20 | ||||
| 5.4. |
Storage and Mounting | 20 | ||||
| 6. Regulatory Approval |
21 | |||||
| 7. Supported Downlink Band Combinations |
22 | |||||
| 7.1. |
FR1 Downlink Band Combinations | 22 | ||||
| 7.2. |
FR2 Downlink Band Combinations | 25 | ||||
| 8. Acronyms |
29 | |||||
| 9. About this Datasheet |
31 | |||||
| 9.1. |
Purpose and Scope | 31 | ||||
| 9.2. |
Who Should Read this Datasheet | 31 | ||||
| 9.3. |
Changes in this Document | 31 | ||||
| 9.4. |
References | 32 | ||||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 3/33 | ||
| 1. | Product Summary |
| 1.1. | General Description |
| [***] | |
| 1.2. | Frequency Bands |
| [***] | |
| 1.3. | Downlink MIMO Support |
| [***] | |
| 1.4. | Power Class |
| [***] | |
| 1 | When paired with Sequans’ mW5050 mmWave module. Only bands applicable to NA region are listed. |
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 4/33 | ||
| 1.5. | Applications |
[***]
| 1.6. | Block Diagram |
| [***] | |
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 5/33 | ||
| 1.7. | General Features |
| [***] | |
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 6/33 | ||
| 2. | Interfaces |
| 2.1. | Connector Description |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 7/33 | ||
| 2.1. | Power |
| [***] | |
| 2.2. | Antenna Connectors |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 8/33 | ||
| 2.3. | mmWave Interface |
| 2.3.1. | Digital Control Interface |
[***]
| 2.3.2. | IF and Clock Interfaces |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 9/33 | ||
| 2.4. | Data Interface |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 10/33 | ||
| 2.5. | SIM Interface |
[***]
| 2.6. | eSIM Interface |
[***]
| 2.7. | Audio Interface |
| [***] | |
| 2.8. | Dying Gasp |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 11/33 | ||
| 2.9. | I2C Interface |
| [***] | |
| 2.10. | GPIOs |
[***]
| 2.11. | GNSS |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 12/33 | ||
| 2.12. | PCIe M.2 Signals |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 13/33 | ||
| 3. | Features |
| 3.1. | Security |
[***]
| 3.2. | GNSS |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 14/33 | ||
| 3.3. | Power Failure Protection |
[***]
| 3.4. | Wake Sources |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 15/33 | ||
| 4. | Reliability and Radio Performance |
| 4.1. | Reliability Figures |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 16/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 17/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 18/33 | ||
| 5. | Mechanical Characteristics |
| 5.1. | Mechanical Specification |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 19/33 | ||
| 5.2. | RF Connector Mapping |
[***]
| 5.3. | Packing |
Note: Packing information will be provided in a future edition of the document.
| 5.4. | Storage and Mounting |
Note: Storage and mounting information will be provided in a future edition of the document.
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 20/33 | ||
| 6. | Regulatory Approval |
Note: FCC regulatory details will be provided in a future edition of this document.
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 21/33 | ||
| 7. | Supported Downlink Band Combinations |
| 7.1. | FR1 Downlink Band Combinations |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 22/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 23/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 24/33 | ||
| 7.2. | FR2 Downlink Band Combinations |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 25/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 26/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 27/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 28/33 | ||
| 8. | Acronyms |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 29/33 | ||
| Acronym |
Definition | |
| USB | Universal Serial Bus |
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 30/33 | ||
| 9. | About this Datasheet |
| 9.1. | Purpose and Scope |
[***]
| 9.2. | Who Should Read this Datasheet |
[***]
| 9.3. | Changes in this Document |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 31/33 | ||
| 9.4. | References |
[***]
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 32/33 | ||
| SEQUANS Communications Confidential and Proprietary | ||
| NA501M Module Preliminary Datasheet, Rev2 | ||
| 33/33 | ||
Datasheet
(Preliminary)
|
|
SEQUANS Communications 15-55, Boulevard Charles de Gaulle 92700 Colombes, France Phone. +33.1.70.72.16.00 Fax. +33.1.70.72.16.09
www.sequans.com contact@sequans.com |
Preface
Legal Notices
Copyright © 2020, SEQUANS Communications
All information contained herein and disclosed by this document is confidential and the proprietary property of SEQUANS Communications, and all rights therein are expressly reserved. Acceptance of this material signifies agreement by the recipient that the information contained in this document is confidential and that it will be used solely for the purposes set forth herein. Acceptance of this material signifies agreement by the recipient that it will not be used, reproduced in whole or in part, disclosed, distributed, or conveyed to others in any manner or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems – without the express written permission of SEQUANS Communications.
All Sequans’ logos and trademarks are the property of SEQUANS Communications. Unauthorized usage is strictly prohibited without the express written permission of SEQUANS Communications. All other company and product names may be trademarks or registered trademarks of their respective owners. Products and services of SEQUANS Communications, and those of its licensees may be protected by one or more pending or issued U.S. or foreign patents.
Because of continuing developments and improvements in design, manufacturing, and deployment, material in this document is subject to change without notification and does not represent any commitment or obligation on the part of SEQUANS Communications. SEQUANS Communications shall have no liability for any error or damages resulting from the use of this document.
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | i |
SEQUANS Communications
Document Revision History
| Revision | Date |
Product Application | ||
| 1 | June 2020 | First preliminary edition of the document | ||
| 2 | September 2020 | Second preliminary edition of the document. See Changes in this Document on page iv. | ||
| ii | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
About this Datasheet
Purpose and Scope
[***]
Who Should Read this Datasheet
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | iii |
SEQUANS Communications
Changes in this Document
[***]
References
[***]
| iv | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | v |
SEQUANS Communications
| vi | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
Table of Contents
| Preface |
i | |||||
| Legal Notices |
i | |||||
| Document Revision History |
ii | |||||
| About this Datasheet |
iii | |||||
| Purpose and Scope |
iii | |||||
| Who Should Read this Datasheet |
iii | |||||
| Changes in this Document |
iv | |||||
| References |
iv | |||||
| Chapter 1 Product Overview |
1 | |||||
| 1.1 |
Product Features | 1 | ||||
| 1.2 |
System Overview | 5 | ||||
| Chapter 2 Data Interfaces |
7 | |||||
| 2.1 |
Introducing the Data Interfaces | 7 | ||||
| 2.2 |
PCIe Interface | 8 | ||||
| 2.2.1 |
PCIe General Information | 8 | ||||
| 2.2.2 |
PCIe Device | 8 | ||||
| 2.2.3 |
PCIe Host | 8 | ||||
| 2.3 |
10G Ethernet Interface | 9 | ||||
| 2.3.1 |
General Information | 9 | ||||
| 2.3.2 |
10G Ethernet Interface Description | 9 | ||||
| 2.3.3 |
Low-Power Support | 9 | ||||
| 2.4 |
USB 3.1 Interface | 10 | ||||
| 2.4.1 |
USB 3.1 Interface in Device Mode | 10 | ||||
| 2.4.2 |
USB 3.1 Interface in Host Mode | 11 | ||||
| 2.5 |
Interface Description | 12 | ||||
| 2.5.1 |
Data Interface Clock | 12 | ||||
| 2.5.2 |
Data Interface Signals | 12 | ||||
| Chapter 3 RF Interfaces |
14 | |||||
| 3.1 |
RF Interfaces Overview | 14 | ||||
| 3.2 |
RFDATA Control Interface | 14 | ||||
| 3.3 |
Analog IQ Interface | 15 | ||||
| Proprietary | vii |
SEQUANS Communications
Table of Contents
| 3.3.1 |
Overview | 15 | ||||
| 3.3.2 |
Interface Description | 15 | ||||
| Chapter 4 Memory |
17 | |||||
| 4.1 |
One-Time Programing Memory (OTP) | 17 | ||||
| 4.2 |
Flash Memory | 18 | ||||
| 4.2.1 |
NAND Flash SPI Controller Description | 18 | ||||
| 4.2.2 |
Recommended Part Numbers | 19 | ||||
| 4.3 |
SDRAM | 19 | ||||
| Chapter 5 Auxiliary Interfaces |
20 | |||||
| 5.1 |
SIM Interface | 20 | ||||
| 5.1.1 |
SIM Controller | 20 | ||||
| 5.1.2 |
eSIM | 21 | ||||
| 5.1.3 |
Interface Description | 21 | ||||
| 5.2 |
USB 2.0 Auxiliary Interface | 22 | ||||
| 5.2.1 |
Introduction | 22 | ||||
| 5.2.2 |
USB 2.0 Auxiliary Interface Description | 22 | ||||
| 5.3 |
UART Interface | 23 | ||||
| 5.3.1 |
Overview | 23 | ||||
| 5.3.2 |
Interface Description | 24 | ||||
| 5.4 |
QSPI Interface | 26 | ||||
| 5.4.1 |
Overview | 26 | ||||
| 5.4.2 |
Interface Description | 27 | ||||
| 5.4.3 |
QSPI Timings | 27 | ||||
| 5.5 |
PCM and I2S Interfaces | 28 | ||||
| 5.5.1 |
Description | 28 | ||||
| 5.5.2 |
PCM Interface | 28 | ||||
| 5.5.3 |
PCM Clock Details | 30 | ||||
| 5.5.4 |
I2S Interface | 31 | ||||
| 5.5.5 |
I2S Clock Details | 33 | ||||
| 5.6 |
I2C Interface | 34 | ||||
| 5.6.1 |
Introduction | 34 | ||||
| 5.6.2 |
Interface Description | 35 | ||||
| 5.7 |
General Purpose IOs | 36 | ||||
| 5.7.1 |
Electrical Considerations | 36 | ||||
| 5.7.2 |
Configuring and Accessing the GPIOs | 36 | ||||
| 5.8 |
Secure JTAG Interface | 37 | ||||
| 5.8.1 |
Overview | 37 | ||||
| 5.8.2 |
Interface Description | 37 | ||||
| viii | Proprietary | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
Table of Contents
| Chapter 6 Security |
38 | |||||
| 6.1 |
Firmware Security | 38 | ||||
| 6.1.1 |
Secure boot | 38 | ||||
| 6.1.2 |
Secure upgrade | 38 | ||||
| 6.2 |
Hardware Security | 39 | ||||
| 6.2.1 |
Interface Locking | 39 | ||||
| 6.2.2 |
HW Root-of-Trust (RoT) | 39 | ||||
| 6.2.3 |
Cryptography | 39 | ||||
| 6.2.4 |
External Secure Element Support | 39 | ||||
| Chapter 7 |
||||||
| Power Saving |
40 | |||||
| 7.1 |
General Information | 40 | ||||
| 7.2 |
Signals | 41 | ||||
| Chapter 8 |
||||||
| Clocks |
42 | |||||
| Chapter 9 |
||||||
| Startup and Boot |
44 | |||||
| 9.1 |
Power Sequencing | 44 | ||||
| 9.2 |
Reset | 44 | ||||
| Chapter 10 |
||||||
| Physical Characteristics |
45 | |||||
| 10.1 |
ECCN and Part Number | 45 | ||||
| 10.2 |
Environmental Operating Conditions | 45 | ||||
| 10.3 |
Electrical Operating Conditions | 46 | ||||
| 10.4 |
Power Consumption | 48 | ||||
| 10.5 |
Digital I/Os Characteristics | 48 | ||||
| 10.6 |
Package Description | 52 | ||||
| 10.7 |
Packing Information | 52 | ||||
| 10.8 |
Storage Conditions | 53 | ||||
| 10.9 |
Mounting Considerations | 53 | ||||
| 10.10 |
Component Reliability | 54 | ||||
| Appendix A |
||||||
| Abbreviations and Acronyms |
55 | |||||
| Proprietary | ix |
SEQUANS Communications
| 1 | Product Overview |
| 1.1 | Product Features |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 1 |
SEQUANS Communications
PRODUCT OVERVIEW
PRODUCT FEATURES
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 2 |
SEQUANS Communications
PRODUCT OVERVIEW
PROOUCT FEATURES
| 3 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PRODUCT OVERVIEW
PROOUCT FEATURES
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 4 |
SEQUANS Communications
PRODUCT OVERVIEW
SYSTEM OVERVIEW
| 1.2 | System Overview |
[***]
| 5 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PRODUCT OVERVIEW
SYSTEM OVERVIEW
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 6 |
SEQUANS Communications
| 2 | Data Interfaces |
| 2.1 | Introducing the Data Interfaces |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 7 |
SEQUANS Communications
DATA INTERFACES
PCIE INTERFACE
| 2.2 | PCIe Interface |
| 2.2.1 | PCIe General Information |
[***]
| 2.2.2 | PCIe Device |
[***]
| 2.2.3 | PCIe Host |
| Note: | Information will be provided in a future edition of the document. |
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 8 |
SEQUANS Communications
DATA INTERFACES
10G ETHERNET INTERFACE
| 2.3 | 10G Ethernet Interface |
| 2.3.1 | General Information |
[***]
| 2.3.2 | 10G Ethernet Interface Description |
[***]
| 2.3.3 | Low-Power Support |
| Note: | Information related to EEE support will be provided in a future edition of the document. |
| 9 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
DATA INTERFACES
USB 3.1 INTERFACE
| 2.4 | USB 3.1 Interface |
[***]
| 2.4.1 | USB 3.1 Interface in Device Mode |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 10 |
SEQUANS Communications
DATA INTERFACES
USB 3.1 INTERFACE
| 2.4.2 | USB 3.1 Interface in Host Mode |
[***]
| 11 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
DATA INTERFACES
INTERFACE DESCRIPTION
| 2.5 | Interface Description |
| 2.5.1 | Data Interface Clock |
[***]
| 2.5.2 | Data Interface Signals |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 12 |
SEQUANS Communications
DATA INTERFACES
INTERFACE DESCRIPTION
| 13 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 3 | RF Interfaces |
| 3.1 | RF Interfaces Overview |
[***]
| 3.2 | RFDATA Control Interface |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 14 |
SEQUANS Communications
RF INTERFACES
ANALOG IQ INTERFACE
| 3.3 | Analog IQ Interface |
| 3.3.1 | Overview |
[***]
| 3.3.2 | Interface Description |
[***]
| 15 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
RF INTERFACES
ANALOG IQ INTERFACE
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 16 |
SEQUANS Communications
| 4 | Memory |
| 4.1 | One-Time Programing Memory (OTP) |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 17 |
SEQUANS Communications
MEMORY
FLASH MEMORY
| 4.2 | Flash Memory |
| 4.2.1 | NAND Flash SPI Controller Description |
| 4.2.1.1 | Overview |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 18 |
SEQUANS Communications
MEMORY
SDRAM
| 4.2.1.2 | Interface Description |
[***]
| 4.2.2 | Recommended Part Numbers |
| Note: | This information will be provided in a future edition of the document. |
| 4.3 | SDRAM |
| Note: | More detail on SDRAM will be provided in a future edition of the document. |
| 19 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 5 | Auxiliary Interfaces |
| 5.1 | SIM Interface |
| 5.1.1 | SIM Controller |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 20 |
SEQUANS Communications
AUXILIARY INTERFACES
SIM INTERFACE
| 5.1.2 | eSIM |
[***]
| 5.1.3 | Interface Description |
[***]
| 21 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
USB 2.0 AUXILIARY INTERFACE
| 5.2 | USB 2.0 Auxiliary Interface |
| 5.2.1 | Introduction |
[***]
| 5.2.2 | USB 2.0 Auxiliary Interface Description |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 22 |
SEQUANS Communications
AUXILIARY INTERFACES
UART INTERFACE
| 5.3 | UART Interface |
| 5.3.1 | Overview |
[***]
| 23 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
UART INTERFACE
| 5.3.2 | Interface Description |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 24 |
SEQUANS Communications
AUXILIARY INTERFACES
UART INTERFACE
| 25 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
QSPI INTERFACE
| 5.4 | QSPI Interface |
| 5.4.1 | Overview |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 26 |
SEQUANS Communications
AUXILIARY INTERFACES
QSPI INTERFACE
| 5.4.2 | Interface Description |
[***]
| 5.4.3 | QSPI Timings |
| Note: | This information will be provided in a future edition of the document. |
| 27 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND 12S INTERFACES
| 5.5 | PCM and 12S Interfaces |
| 5.5.1 | Description |
[***]
| 5.5.2 | PCM Interface |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 28 |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND 12S INTERFACES
| 29 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND 12S INTERFACES
| 5.5.3 | PCM Clock Details |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 30 |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND 12S INTERFACES
| 5.5.4 | 12S Interface |
[***]
| 31 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND I2S INTERFACES
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 32 |
SEQUANS Communications
AUXILIARY INTERFACES
PCM AND I2S INTERFACES
| 5.5.5 | I2S Clock Details |
[***]
| 33 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
I2C INTERFACE
| 5.6 | I2C Interface |
| 5.6.1 | Introduction |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 34 |
SEQUANS Communications
AUXILIARY INTERFACES
I2C INTERFACE
| 5.6.2 | Interface Description |
[***]
| 35 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
AUXILIARY INTERFACES
GENERAL PURPOSE IOS
| 5.7 | General Purpose IOs |
[***]
| 5.7.1 | Electrical Considerations |
[***]
| 5.7.2 | Configuring and Accessing the GPIOs |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 36 |
SEQUANS Communications
AUXILIARY INTERFACES
SECURE JTAG INTERFACE
| 5.8 | Secure JTAG Interface |
| 5.8.1 | Overview |
[***]
| 5.8.2 | Interface Description |
[***]
| 37 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 6 | Security |
| 6.1 | Firmware Security |
| 6.1.1 | Secure boot |
[***]
| 6.1.2 | Secure upgrade |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 38 |
SEQUANS Communications
SECURITY
HARDWARE SECURITY
| 6.2 | Hardware Security |
| 6.2.1 | Interface Locking |
[***]
| 6.2.2 | HW Root-of-Trust (RoT) |
[***]
| 6.2.3 | Cryptography |
[***]
| 6.2.4 | External Secure Element Support |
[***]
| 39 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 7 | Power Saving |
| 7.1 | General Information |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 40 |
SEQUANS Communications
POWER SAVING
SIGNALS
| 7.2 | Signals |
[***]
| 41 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 8 | Clocks |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 42 |
SEQUANS Communications
CLOCKS
| 43 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
| 9 | Startup and Boot |
| 9.1 | Power Sequencing |
| Note: | This information will be provided in a future edition of the document. |
| 9.2 | Reset |
| Note: | This information will be provided in a future edition of the document. |
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 44 |
SEQUANS Communications
| 10 | Physical Characteristics |
| 10.1 | ECCN and Part Number |
[***]
| 10.2 | Environmental Operating Conditions |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 45 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
ELECTRICAL OPERATING CONDITIONS
| 10.3 | Electrical Operating Conditions |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 46 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
ELECTRICAL OPERATING CONDITIONS
| 47 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
POWER CONSUMPTION
| 10.4 | Power Consumption |
| Note: | This information will be provided in a future edition of the document. |
| 10.5 | Digital I/Os Characteristics |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 48 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
DIGITAL I/OS CHARACTERISTICS
| 49 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
DIGITAL I/OS CHARACTERISTICS
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 50 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
DIGITAL I/OS CHARACTERISTICS
| 51 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
PACKAGE DESCRIPTION
| 10.6 | Package Description |
| Note: | This information will be provided in a future edition of the document. |
| 10.7 | Packing Information |
| Note: | More detail will be provided in a future edition of the document. |
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 52 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
STORAGE CONDITIONS
| 10.8 | Storage Conditions |
[***]
| 10.9 | Mounting Considerations |
| Note: | This information will be provided in a future edition of the document. |
| 53 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
COMPONENT RELIABILITY
| 10.10 | Component Reliability |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 54 |
SEQUANS Communications
| A | Abbreviations and Acronyms |
[***]
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 55 |
SEQUANS Communications
| TAURUS SQN5010 PRELIMINARY DATASHEET | PROPRIETARY | 56 |
SEQUANS Communications
| 57 | PROPRIETARY | TAURUS SQN5010 PRELIMINARY DATASHEET |
SEQUANS Communications
Datasheet
(Preliminary)
|
|
SEQUANS Communications 15-55, Boulevard Charles de Gaulle 92700 Colombes, France Phone. +33.1.70.72.16.00 Fax. +33.1.70.72.16.09
www.sequans.com contact@sequans.com |
Preface
Legal Notices
Copyright © 2020, SEQUANS Communications
All information contained herein and disclosed by this document is confidential and the proprietary property of SEQUANS Communications, and all rights therein are expressly reserved. Acceptance of this material signifies agreement by the recipient that the information contained in this document is confidential and that it will be used solely for the purposes set forth herein. Acceptance of this material signifies agreement by the recipient that it will not be used, reproduced in whole or in part, disclosed, distributed, or conveyed to others in any manner or by any means – graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems – without the express written permission of SEQUANS Communications.
All Sequans’ logos and trademarks are the property of SEQUANS Communications. Unauthorized usage is strictly prohibited without the express written permission of SEQUANS Communications. All other company and product names may be trademarks or registered trademarks of their respective owners. Products and services of SEQUANS Communications, and those of its licensees may be protected by one or more pending or issued U.S. or foreign patents.
Because of continuing developments and improvements in design, manufacturing, and deployment, material in this document is subject to change without notification and does not represent any commitment or obligation on the part of SEQUANS Communications. SEQUANS Communications shall have no liability for any error or damages resulting from the use of this document.
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | i |
SEQUANS Communications
Document Revision History
| Revision |
Date |
Product Application | ||
| 1 | June 2020 | First preliminary edition of the document | ||
| 2 | September 2020 | Second preliminary edition of the document. See Section Changes in this Document on page iv. |
| ii | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
About this Datasheet
Purpose and Scope
[***]
Who Should Read this Datasheet
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | iii |
SEQUANS Communications
Changes in this Document
[***]
| iv | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
References
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | v |
SEQUANS Communications
| vi | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
Table of Contents
| Preface |
i | |||||
| Legal Notices |
i | |||||
| Document Revision History |
ii | |||||
| About this Datasheet |
iii | |||||
| Purpose and Scope |
iii | |||||
| Who Should Read this Datasheet |
iii | |||||
| Changes in this Document |
iv | |||||
| References |
v | |||||
| Chapter 1 |
||||||
| Product Overview |
1 | |||||
| 1.1 |
Functional Characteristics | 1 | ||||
| 1.2 |
Architecture and Interface Description | 2 | ||||
| 1.2.1 |
Overview | 2 | ||||
| 1.2.2 |
RF Interface | 4 | ||||
| 1.2.3 |
Analog Interface | 5 | ||||
| 1.2.4 |
Digital Control Interface | 5 | ||||
| 1.3 |
Detailed Information | 6 | ||||
| Chapter 2 |
||||||
| Physical Characteristics |
7 | |||||
| 2.1 |
ECCN and Part Numbers | 7 | ||||
| 2.2 |
Absolute Maximum Ratings | 8 | ||||
| 2.3 |
Electrical Specification | 8 | ||||
| 2.4 |
Environmental Operating Conditions | 9 | ||||
| 2.5 |
DC Power Consumption | 10 | ||||
| 2.6 |
Transmitter Requirements | 11 | ||||
| 2.7 |
Receiver Requirements | 13 | ||||
| 2.8 |
PLL and TCXO Requirements | 14 | ||||
| 2.9 |
Auxiliary ADC and Temperature Sensor Specifications | 15 | ||||
| 2.10 |
Component Reliability | 16 | ||||
| 2.11 |
Outline Drawing | 17 | ||||
| 2.12 |
PCB Footprint Details | 17 | ||||
| 2.13 |
Packing Information | 17 | ||||
| 2.14 |
Storage Conditions | 17 | ||||
| 2.15 |
Mounting Considerations | 18 | ||||
| Proprietary | vii |
SEQUANS Communications
Table of Contents
| 2.15.1 |
Baking Considerations | 18 | ||||
| 2.15.2 |
Reflow Profile and Controlled Heating | 18 | ||||
| 2.15.3 |
Pb-Free Solder | 18 | ||||
| Appendix A |
||||||
| Abbreviations and Acronyms |
19 | |||||
| viii | Proprietary | TAURUS SQN5040 PRELIMINARY DATASHEET |
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| 1 | Product Overview |
| 1.1 | Functional Characteristics |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 1 |
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PRODUCT OVERVIEW
ARCHITECTURE AND INTERFACE DESCRIPTION
| 1.2 | Architecture and Interface Description |
| 1.2.1 | Overview |
[***]
| 2 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PRODUCT OVERVIEW
ARCHITECTURE AND INTERFACE DESCRIPTION
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 3 |
SEQUANS Communications
PRODUCT OVERVIEW
ARCHITECTURE AND INTERFACE DESCRIPTION
| 1.2.2 | RF Interface |
[***]
| 4 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PRODUCT OVERVIEW
ARCHITECTURE AND INTERFACE DESCRIPTION
| 1.2.3 | Analog Interface |
[***]
| 1.2.4 | Digital Control Interface |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 5 |
SEQUANS Communications
PRODUCT OVERVIEW
DETAILED INFORMATION
| 1.3 | Detailed Information |
[***]
| 6 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
| 2 | Physical Characteristics |
| 2.1 | ECCN and Part Numbers |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 7 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
ABSOLUTE MAXIMUM RATINGS
| 2.2 | Absolute Maximum Ratings |
[***]
| 2.3 | Electrical Specification |
[***]
| 8 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
ENVIRONMENTAL OPERATING CONDITIONS
| 2.4 | Environmental Operating Conditions |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 9 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
DC POWER CONSUMPTION
| 2.5 | DC Power Consumption |
[***]
| 10 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
TRANSMITTER REQUIREMENTS
| 2.6 | Transmitter Requirements |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 11 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
TRANSMITTER REQUIREMENTS
| 12 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
RECEIVER REQUIREMENTS
| 2.7 | Receiver Requirements |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 13 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
PLL AND TCXO REQUIREMENTS
| 2.8 | PLL and TCXO Requirements |
[***]
| 14 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
AUXILIARY ADC AND TEMPERATURE SENSOR SPECIFICATIONS
| 2.9 | Auxiliary ADC and Temperature Sensor Specifications |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 15 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
COMPONENT RELIABILITY
| 2.10 | Component Reliability |
[***]
| 16 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
OUTLINE DRAWING
| 2.11 | Outline Drawing |
| Note: | This information will be provided in a future edition of the data-sheet. |
| 2.12 | PCB Footprint Details |
| Note: | This information will be provided in a future edition of the data-sheet. |
| 2.13 | Packing Information |
| Note: | This information will be provided in a future edition of the data-sheet. |
| 2.14 | Storage Conditions |
| Note: | This information will be provided in a future edition of the data-sheet. |
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 17 |
SEQUANS Communications
PHYSICAL CHARACTERISTICS
MOUNTING CONSIDERATIONS
| 2.15 | Mounting Considerations |
| 2.15.1 | Baking Considerations |
| Note: | This information will be provided in a future edition of the data-sheet. |
| 2.15.2 | Reflow Profile and Controlled Heating |
| Note: | This information will be provided in a future edition of the data-sheet. |
| 2.15.3 | Pb-Free Solder |
[***]
| 18 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
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| A | Abbreviations and Acronyms |
[***]
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 19 |
SEQUANS Communications
| 20 | PROPRIETARY | TAURUS SQN5040 PRELIMINARY DATASHEET |
SEQUANS Communications
| TAURUS SQN5040 PRELIMINARY DATASHEET | PROPRIETARY | 21 |
SEQUANS Communications
Exhibit (d)(9)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
IP LICENSE AGREEMENT
BETWEEN
SILICON AND SOFTWARE SYSTEMS LIMITED
AND
SEQUANS COMMUNICATIONS
1
CONTENTS
| A | DEFINITIONS |
3 | ||
| 1. | LICENSE GRANT |
6 | ||
| 2. | TITLE |
7 | ||
| 3. | DELIVERY AND ACCEPTANCE |
7 | ||
| 4. | PAYMENT |
9 | ||
| 5. | WARRANTY |
10 | ||
| 6. | INDEMNIFICATION |
10 | ||
| 7. | REQUIRED LICENSES |
11 | ||
| 8. | CONFIDENTIALITY |
12 | ||
| 9. | LIMITATION AND EXCLUSION OF LIABILITY |
12 | ||
| 10. | GENERAL INDEMNITY |
13 | ||
| 11. | TERM |
13 | ||
| 12. | GENERAL PROVISIONS |
14 | ||
| 13. | SIGNATURE |
17 | ||
LIST OF SCHEDULES:
| Schedule 1 | Licensed Materials | 18 | ||
| Schedule 2 | License Fees and Payment Schedule | 20 | ||
| Schedule 3 | Specifications | 21 | ||
| Schedule 4 | Timetable | 22 | ||
| Schedule 5 | S3 Group Tagging Guidelines | 24 | ||
2
THIS IP LICENSE AGREEMENT is made on 22/10/2010 (the “Effective Date”).
BETWEEN:
SILICON AND SOFTWARE SYSTEMS LIMITED, a company incorporated under the laws of Ireland with a registered office located at South County Business Park, Leopardstown, Dublin 18, Ireland and all of its subsidiaries (hereinafter “S3 Group”); and Sequans Communications, a company incorporated under the laws of France with a registered office or regular place of business located at, 19, Le Parvis de la Défense, 92073 Paris La Défense Cedex, France together with its subsidiaries (hereinafter “Licensee’’).
Together “the Parties”, or individually, each, a “Party”.
WHEREAS
| (A) | Licensee designs, develops and markets technology products which employ integrated circuits; and |
| (B) | S3 Group owns or has the right to license the Licensed Materials; and |
| (C) | Licensee wishes to obtain a license from S3 Group to the Licensed Materials under the terms and conditions of this Agreement. |
Now, therefore, the Parties agree as follows:
| A | Definitions |
The definitions set out below apply wherever they appear in this Agreement and any Schedules to this Agreement:
| “Agreement” | Means this IP License Agreement and all attached Schedules together with any amendments that may be subsequently expressly agreed to in writing between the Parties. | |
| “Business Day” | Means a day, other than a Saturday or Sunday, when the main clearing banks in Dublin are open for a full range of transactions. | |
| “Customer” | Means a customer of Licensee who purchases Licensed Products from Licensee. | |
| “Customer Support Materials” | Means the materials identified as ‘‘Customer Support Materials” in Schedule 1. | |
| “Design Kits” | Means the software that describes the non-geometric parameters of the Licensed Materials including, but not limited to, functional behaviour, simulation timing, power data and area estimates. These Design Kits are represented in formats compatible with third party EDA software. | |
3
| “Designated Logic Design Site” | Means the location(s) designated as such in Schedule 1. | |
| “Designated Physical Design Site” | Means the location(s) designated as such in Schedule 1. | |
| “Intellectual Property Rights” | Means patents, trademarks, trade names, service marks, mask work rights, copyright, moral rights, rights in designs, rights in databases, trade secrets, know-how and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether or not subsisting worldwide together with all or any goodwill relating to them. | |
| “Licensed Materials” | Means the S3 Group design materials listed in Schedule 1. | |
| “Licensed Product” | Means an integrated circuit designed, manufactured by or for Licensee that incorporates all or any part of the Licensed Materials on the Specified Technology and which is detailed at Schedule 1. | |
| “Licensee Specific Evaluation Board” | A PCB (printed circuit board) which is designed to allow characterizing of the Licensed Materials. The quality and performance characteristics of this PCB must be so as not to materially negatively impact the functionality or performance of the Licensed Materials. | |
| “Licensee Specific Silicon Sample” | Means a packaged die of the Licensed Product which contains the Licensed Materials and which conform to the Licensee Specific Evaluation Board whereby the Licensed Materials are integrated and accessible in such a manner as not to materially negatively impact the functionality or performance of the Licensed Materials. Including any test program software, instructions and assistance necessary to access the Licensed Materials. | |
| “Reuse” | Means an additional use of the Licensed Materials, either in whole or in part, in the design of a new Licensed Product that differs (by addition and/or deletion) by [***] from the original Licensed Product as detailed in Schedule 1. Additional instantiations of the Licensed Materials into the Licensed Product, software changes, bug fixes, and changes necessary to correct design problems, correct timing problems, change product packaging (e.g., from PQFP to BGA), are not considered a Reuse. For the avoidance of doubt a change of foundry or change in process technology will require a new license agreement. An additional use of the Licensed Materials either in whole or in part in a new Licensed Product not derived from the original Licensed Product constitutes a Reuse irrespective of the area of the new Licensed Product. | |
4
| “Silicon Sample” | Means a packaged die of the Licensed Product which contains the Licensed Materials and which conform to S3 Group’s standard evaluation environment whereby the Licensed Materials are integrated and accessible in such a manner as not to materially negatively impact the functionality or performance of the Licensed Materials. | |
| “Specified Technology” | Means the fabrication technology detailed in Schedule 1. | |
| “Specifications” | Means the description of functionality and performance capabilities detailed in Schedule 3. | |
| “Tapeout Kit’’ | Means the geometric layouts that describe the semiconductor mask layers used to manufacture integrated circuits that have been designed using the Licensed Materials, including, but not limited to, all GDSII and CIF database structures. | |
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LICENCE GRANT
| 1.1. | Subject at all times to compliance by Licensee with the terms and conditions of this Agreement, and contingent upon payment of the License Fee set out in Schedule 2 of this Agreement, S3 Group hereby grants to Licensee, under S3 Group’s Intellectual Property Rights in the Licensed Materials, the following non-exclusive, perpetual, non-transferable, worldwide license: |
| (a) | to use and copy the Licensed Materials for use in the Licensed Product; |
| (b) | to make, have made, use, offer to sell, sell and have sold and otherwise commercially exploit the Licensed Materials in the Licensed Product worldwide; and |
| (c) | to modify, copy, use and distribute directly or indirectly the Customer Support Materials (subject to section 1.2, 1.3 and 1.4 herein). |
| (d) | to install the Design Kits only at the Designated Logic Design Site(s) and Designated Physical Design Site(s) and to install the Tapeout Kits only at the Designated Physical Design Site(s). |
Licensee may (subject to sections 1.2 and 8 herein) have third party subcontractors perform services related to the exercise of its rights under this section 1.1
Should the Licensee wish to extend the above Licence Grant for a Reuse then the Reuse License Fee set out in Schedule 2 will apply for each Reuse.
Licensee agrees that the License Grant hereunder shall only be granted by S3 Group to Licensee for the specific Foundry and Process Technology as defined in Schedule 1 of this Agreement.
For the avoidance of doubt, at no times does the license granted under this Section 1 permit Licensee to use the Licensed Materials in such a way so that the Licensed Materials become all or substantially all of the Licensed Product.
| 1.2. | Use of 3rd Party Subcontractors. Licensee may only use third party design service organisations with the express agreement of S3 Group (such agreement not to be unreasonably withheld) and who agree to be bound by terms substantially similar to, and no less restrictive than, Sections 1.3 (IP Notices), 1.5 (Non Reverse Engineering) and 8 (Confidentiality) of this Agreement. Licensee shall restrict such third party access to the Licensed Materials to that which is reasonably necessary for them to perform the contracted services for Licensee and such third party’s use of the Licensed Materials shall be limited to performing services authorised under this Agreement and which are solely for the benefit of Licensee. Licensee shall remain liable for any breaches by such third parties, but only where such breaches occurred through the actions or inactions of Licensee in respect of Licensees obligations under this Agreement and where Licensee knew or ought to have known that Licensed Materials and or Confidential Information were being passed to such third parties by Licensee. |
| 1.3. | IP Notices. The right to copy and use the Licensed Materials is conditional upon Licensee, and any permitted sub-contractors or manufacturers employed or engaged by Licensee, at all times retain all applicable proprietary legends on each copy (or portion thereof) of the Licensed Materials and complying with any S3 Group Tagging Guidelines. |
6
| 1.4. | Customer Support Materials. Licensee may, where necessary to facilitate a Customer’s understanding and use of Licensed Products and/or Licensed Materials, provide copies of the Customer Support Materials (as identified Schedule 1 herein) to the Customer on a need-to-know basis pursuant to written confidentiality agreements signed by the Customer which include and require the following: (a) a prohibition against sublicensing, assignment or transfer of such Customer Support Materials; (b) a prohibition on copying such Customer Support Materials, except for Customer’s internal use for the limited purpose set forth above.; and (c) a restriction limiting the Customer to use the Customer Support Materials in connection with the Licensed Products only. |
| 1.5. | Non Reverse Engineering. Licensee shall not reverse engineer or disassemble the Licensed Materials. |
TITLE
| 2.1. | S3 Group retains exclusive and unencumbered right, title and ownership of the Licensed Materials and all (if any) subsequent copies thereof regardless of the form or media in or on which the original and other copies may exist. |
| 2.2. | This Agreement is not a sale or assignment of the Licensed Materials and no ownership interest in the Licensed Materials is transferred or assigned hereunder. |
| 2.3. | Licensee undertakes not to perform any act inconsistent with S3 Group’s exclusive ownership of the Licensed Materials. |
| 2.4. | No other rights or licenses are granted by this Agreement (either express or implied, by estoppel or otherwise) in respect of the Licensed Materials or any other Intellectual Property Rights of S3 Group. |
DELIVERY AND ACCEPTANCE
| 3.1. | Upon receipt by S3 Group of a copy of this Agreement duly executed by Licensee, S3 Group shall deliver to Licensee a copy of the Licensed Materials, according to the timetable in Schedule 4. |
| 3.2. | Acceptance of Licensed Materials (with the exception of the GDSII deliverable): In the event that S3 Group does not receive written notice of rejection of the Licensed Materials (with the exception of the GDSII deliverable) within twenty (20) Business Days of delivery, these will be deemed to have been accepted. In the event that Licensee rejects a delivery of the Licensed Materials (with the exception of the GDSII deliverable), it must provide a written notice of such rejection to S3 Group within twenty (20) Business Days of delivery, which confirms that the Licensed Materials (with the exception of the GDSII deliverable) do not substantially meet the Specifications and specifying the nature of this non-conformance of the Licensed Materials (with the exception of the GDSII deliverable) with the Specifications. Conditional upon verification of this non-conformance and as S3 Group’s sole and exclusive obligation, S3 Group shall be obliged to use commercially reasonable efforts to correct such non-conformance and resubmit the Licensed Materials to Licensee for Licensee’s review and acceptance in accordance with this section 3.2. |
7
| 3.3. | Acceptance of that part of the Licensed Materials that constitutes the GDSII deliverable (“the GDSII”) is as follows: |
Acceptance of the delivery of the GDSII: In the event that S3 Group does not receive written notice of rejection of the delivery of the GDSII within twenty (20) Business Days of delivery, the delivery will be deemed to have been accepted. In the event that Licensee rejects a delivery of the GDSII, it must provide a written notice of such rejection to S3 Group within twenty (20) Business Days of delivery, which confirms that the delivery of the GDSII does not substantially meet the Specifications and specifying the nature of this non-conformance of the delivery of the GDSII with the Specifications. Conditional upon verification of this non-conformance and as S3 Group’s sole and exclusive obligation, S3 Group shall be obliged to use commercially reasonable efforts to correct such non-conformance and resubmit the delivery of the GDSII to Licensee for Licensee’s review and acceptance in accordance with this section 3.3.
| [***] | In the event that this is the case the Licensee will be obliged; |
to provide [***]
or
the GDSII will be deemed to have been accepted
Licensee will be responsible for the costs of replicating Licensee’s test environment, Licensee Specific Silicon Samples and the Licensee Specific Evaluation Board if deemed necessary by S3 Group.
In the event where S3 Group has to embark upon debug activities related to the Silicon Samples or the Licensee Specific Silicon Samples or the Licensee Specific Evaluation Boards, then in such instance the Licensee will pay S3 Group under a separate support agreement for all agreed debug related activities including but not limited to time, materials and travel costs. In the event that this support is due to non-conformance of the GDSII Deliverable, S3 Group will refund to Licensee the costs attributed to the activity related to the non conformance of the GDSII Deliverable. Such agreed refund will be made within 30 days of submission by Licensee of an invoice detailing the associated costs.
The Licensee may request S3 Group to characterize [***], and deliver characterization reports detailing the results.
In the event that based on the characterisation reports the Licensee rejects the GDSII, it must provide a written notice of such rejection to S3 Group within twenty (20) Business Days of delivery of the characterisation report, which confirms that the GDSII does not substantially meet the Specifications and specifying the nature of this non-conformance of the Licensed Materials with the Specifications. Conditional upon verification of this non-conformance and
8
as S3 Group’s sole and exclusive obligation, S3 Group shall be obliged to use commercially reasonable efforts to correct such non-conformance and resubmit the GDSII to Licensee for Licensee’s review and acceptance in accordance with this Section 3.3. In the event where S3 Group is not in agreement with the notice of rejection and has to embark upon silicon characterisation, then in such instance the Licensee will pay S3 Group under a separate support agreement for all agreed characterisation related activities including but not limited to time, materials and travel costs. In the event that this support is due to non-conformance of the GDSII Deliverable, S3 Group will refund to Licensee the costs attributed to this activity After the resubmission of the GDSII, the Licensee may, at its sole discretion, undertake testing or characterisation of the performance of the GDSII and further the Licensee may request further characterisation services from S3 Group. The Licensee will pay S3 Group under a separate support agreement for all agreed characterisation related support activities including but not limited to time, materials and travel costs.
Deemed Acceptance of the GDSII will occur if:
| (a) | Licensee confirms in writing that the performance of the Licensed Material is acceptable; or |
| (b) | the Licensed Materials are used in production by the Licensee or its customers; or |
| (c) | S3 Group does not receive a written notice of rejection concerning the GDSII deliverable within 20 Business Days after delivery of the characterisation reports; or |
| (d) | S3 Group with the assistance of the Licensee is unable to verify a non-conformance noted in a notice of rejection; or |
| (e) | the characterisation reports generated as a result of the acceptance procedure demonstrate that the GDSII Deliverable is substantially and materially compliant with the Specifications; or |
| (f) | Licensee does not deliver to S3 Group the Silicon Samples, or, the Licensee Specific Silicon Samples and the Licensee Specific Evaluation Boards, within 6 months of delivery of the GDSII. |
If there is no Acceptance of the GDSII, S3 Group shall be obliged to use commercially reasonable efforts to correct such non-conformance and resubmit the GDSII to Licensee for Licensee’s review and Acceptance in accordance with this section 3.3.
PAYMENT
| 4.1. | The License Fees, Re-Use Fees and Payment Schedule are as set out in Schedule 2 of this Agreement. |
| 4.2. | Taxes. Licence Fees are exclusive of any sales, use, excise, import or export tax, value-added tax, withholding tax or other duty levied on Licence Fees as well as any costs associated with the collection or withholding thereof, and all governmental permit fees, license fees and customs and similar fees levied upon Licensee and Licensee agrees to pay, and to indemnify and hold S3 Group harmless from same. |
Furthermore, Licensee warrants to S3 Group that payment of the License Fees shall be made in full to S3 Group when due and owing pursuant to the terms of this Agreement, without any deduction of such withholding taxes.
9
4.3. Terms of Payment. Terms of payment are net thirty (30) days from date of invoice.
WARRANTY
| 5.1. | S3 Group warrants that during the six month period following delivery of the Licensed Materials, (“Warranty Period”), the Licensed Materials will substantially conform to the Specifications set forth in Schedule 3. Licensee’s exclusive remedy for any breach of this warranty which is reported to S3 Group during the Warranty Period (together with evidence thereof), shall be for S3 Group to use commercially reasonable efforts to correct any errors free of charge in the Licensed Materials that are verified and to deliver the corrected Licensed Materials to Licensee. |
| 5.2. | EXCEPT AS PROVIDED IN SECTIONS 5.1, AND 6.1 HEREIN, THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT. S3 GROUP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED MATERIALS WILL MEET LICENSEE’S REQUIREMENTS OR WILL BE 100% ERROR FREE. |
INDEMNIFICATION
| 6.1. | S3 Group warrants that at the Effective Date of this Agreement the Licensed Materials, to S3 Group’s knowledge, do not infringe the intellectual property rights of third parties. S3 Group shall defend, indemnify and hold harmless Licensee from and against any claim or proceedings (including reasonable legal fees) brought by third parties against the Licensee based on breach of the foregoing warranty (“Claim”) provided that S3 Group shall have no liability hereunder unless Licensee notifies S3 Group promptly in writing of any Claim, grants S3 Group full authority to defend and settle any Claims and offers, upon request by S3 Group, all reasonable assistance to S3 Group at S3 Group’s expense. |
| 6.2. | In the event of any Claim or threat thereof S3 Group, may, at its option and expense, seek a license to permit the continued use of the affected Licensed Materials or use commercially reasonable efforts to replace or modify the Licensed Materials so that the replacement or modified version is non-infringing, provided that the replacement or modified version has functionality comparable to that of the original. If S3 Group is unable reasonably to obtain such license or provide such replacement or modification, S3 Group may terminate Licensee’s licenses and rights with respect to the affected Licensed Materials, in which event Licensee shall return to S3 Group the affected Licensed Materials, including all copies and portions thereof, and S3 Group shall refund to Licensee the payments made for any such infringing Licensed Materials (but only upon such return of the infringing Licensed Materials to S3 Group). Notwithstanding the foregoing, in the event Licensee requests that the license with respect to any allegedly infringing Licensed Materials remain in effect, such license would remain in effect for so long as either (a) Licensee procures any necessary licenses from third |
10
| parties, or (b) elects to modify, or have modified, the Licensed Material so that the Licensed Materials become non infringing. S3 Group shall reimburse Licensee the third party license fee for acquiring such license and or the costs of modifying the Licensed Materials up to the amounts paid to date to S3 Group by Licensee for the Licensed Materials listed in Schedule 1. S3 Group shall have no liability of any type to Licensee for the infringement or misappropriation of the Intellectual Property Rights of any third party if any such liability arises from any breach by Licensee of its obligations under this Agreement. Further, S3 Group will have no obligation to indemnify Licensee with respect to any such claims of infringement or misappropriation arising out of or related to: |
| 6.2.1. | modifications of the Licensed Materials by anyone other than S3 Group or its subcontractors, agents or representatives if such claim would not have arisen but for such modification; or |
| 6.2.2. | combination or use of the Licensed Materials with Licensee’s or a third party’s technology or products; or |
| 6.2.3. | work performed at the written direction of Licensee and in accordance with Licensee’s written specifications; or |
| 6.2.4. | any Intellectual Property Rights covering a standard set by a standard setting body; or |
| 6.2.5. | the Licensee’s manufacture, sale, offer for sale or other promotion of the Licensed Materials after S3 Group has given notice to Licensee that Licensee should cease such activity as the Licensed Materials are subject to a Claim or in S3 Group’s opinion likely to be subject to a Claim. |
| 6.3. | Licensee must defend at its own expense any claim, suit or proceeding brought against S3 Group arising out of any act or condition described in section 6.3 provided S3 Group promptly notifies Licensee of any such claim, grants Licensee full authority to defend and settle any such claims and offers, upon request by Licensee, all reasonable assistance to Licensee at Licensee’s expense. |
| 6.4. | The provisions of this section 6 state the entire liability and obligations of S3 Group and the sole and exclusive rights and remedies of Licensee, with respect to any proceeding or claims relating to the threatened or actual infringement or misappropriation of the Intellectual Property Rights of third parties by the Licensed Materials. |
REQUIRED LICENSES
| 7.1. | S3 Group warrants that no third party Intellectual Property, other than that listed in Schedule 1, is included in the Licensed Materials. |
| 7.2. | Licensee is solely responsible for obtaining any and all lawfully required licenses from third parties, including for the lawful import, export, use, sales, manufacture, distribution or other disposal of Licensed Products. Without limiting the generality of the foregoing, Licensee acknowledges that Licensee is aware that implementation or use of the Licensed Materials, whether to comply with industry specifications or standards or otherwise, may require Licensee to obtain certain licenses. Licensee agrees that it shall be solely responsible for determining whether its use of the Licensed Materials requires licenses from third parties, and to obtain any such license. |
11
CONFIDENTIALITY
| 8.1. | S3 Group Confidential Information shall include: (i) all formulas, computer programs, databases, mask works, technical drawings, algorithms, trade secrets, patent applications, technology, circuits, layouts, names and expertise of employees and consultants, know-how, designs, interfaces, materials, formulas, processes, ideas, inventions (whether patentable or not), schematics, software and other technical, business, financial, customer, supplier and product development plans, forecasts, strategies and information of either party that is not generally known to the public, whether or not it is registered or otherwise publicly protected, relating to the Licensed Materials which S3 Group designates as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. S3 Group Confidential Information does not include information which was known to Licensee prior to S3 Group’s disclosure to Licensee or information that becomes publicly available through no fault of Licensee. |
| 8.2. | The Licensee shall not disclose any item of S3 Group Confidential Information, in any form, to any third party other than (1) those of its employees who have a need to know and with whom binding written confidentiality agreements are in place containing obligations and undertakings of confidentiality and restricted use which are at all times sufficient to protect the confidential and proprietary nature of S3 Group Confidential Information disclosed hereunder and to 3rd party subcontractors under the terms of sections 1.2 herein. |
| 8.3. | The Licensee agrees to take all reasonable care to maintain the confidentiality of the S3 Group Confidential Information, but at least to use the same degree of care that that Party would use to protect the confidential nature of its own confidential information of a similar nature and value. |
| 8.4. | The Licensee acknowledges and agrees that S3 Group shall be entitled to disclose the existence of the relationship to the foundry partner identified in Schedule 1 of this Agreement. |
LIMITATION AND EXCLUSION OF LIABILITY
| 9.1. | EXCEPT FOR BREACHES OF S3 GROUP’S INTELLECTUAL PROPERTY RIGHTS, THE INDEMNIFICATION OBLIGATIONS OF THE RESPECTIVE PARTIES OR FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS CONTAINED IN SECTION 8 ABOVE, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR ANY LOST PROFITS, REWORKING COSTS, MASK COSTS, FABRICATION COSTS, TEST COSTS, ASSEMBLY COSTS, LOST DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (EXCLUDING INTENT OR GROSS NEGLIGENCE), AND IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREUNDER. EXCEPT FOR BREACHES OF S3 GROUP’S INTELLECTUAL PROPERTY RIGHTS, THE INDEMNIFICATION OBLIGATIONS OF THE RESPECTIVE PARTIES OR FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS CONTAINED IN SECTION 8 ABOVE, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY PURSUANT TO THIS AGREEMENT EXCEED [***] |
12
GENERAL INDEMNITY
| 10.1. | Licensee agrees to defend, indemnify and hold S3 Group harmless from and against any claims, suits, losses, damages, liabilities, costs and expenses (including reasonable legal fees) brought by third parties (including any Customer) resulting from or relating to the marketing and distribution of the Licensed Products or any representations, warranties, guarantees or other written or oral statements made by or on behalf of Licensee relating to the Licensed Products. |
TERM
| 11.1. | This Agreement shall come into effect on the Effective Date and shall remain in effect for so long as Licensee uses the Licensed Materials according to the terms and conditions of this Agreement. |
| 11.2. | Either Party may terminate this Agreement forthwith by notice if the other Party is in material breach of this Agreement and fails, where the breach is capable of being remedied, to remedy the breach within twenty (20) Business Days after service of a notice from the Party not in breach specifying the breach and requiring it to be remedied. |
| 11.3. | If S3 Group terminates this Agreement due to a breach by Licensee of Section 1 (Licence Grant), Section 6 (Indemnification), Section 8 (Confidentiality) or the non-payment by Licensee of the Licence or Re-Use Fees then Licensee’s licence in the Licensed Materials will terminate immediately and all presently due and owing monies, including, but not limited to the Licence or Re-Use Fees, shall become immediately payable by Licensee to S3 Group. Licensee shall discontinue all use of the Licensed Materials and shall, at S3 Group’s option, either return to S3 Group or destroy all documentary data relating to the Licensed Materials and confirm to S3 Group in writing by an officer of the Licensee of same. |
| 11.4. | Should S3 Group terminate this Agreement otherwise than in accordance with 11.3, the following will apply provided that Licensee continues to make all reports and payments to S3 Group in a timely manner: |
the license granted in the Agreement will not terminate with respect to the Licensed Materials incorporated into the Licensed Products prior to the termination of this Agreement and for a period of [***] Licensee may continue the manufacture and distribution of any Licensed Products which incorporate the Licensed Materials and which were designed prior to or within twelve (12) months following termination of this Agreement.
| 11.5. | The terms and conditions of Agreement which, by their nature, are intended to survive the termination or expiry of this Agreement: (to include without limitation section 8) shall so survive. |
13
GENERAL PROVISIONS
| 12.1. | Assignment: Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of S3 Group, which consent shall not be unreasonably withheld, and any attempt to do so will be null and void. This prohibition against assignment (whether effected voluntarily or by operation of law) without prior written consent shall apply even in the event of merger, reorganization or when a third party purchases all or substantially all of Licensee’s assets, except that Licensee may, upon written notice to S3 Group, assign this Agreement to an acquiror in connection with a merger of Licensee or an acquisition of all or substantially all of Licensee’s assets provided that (a) the acquiror is not a competitor of S3 Group (for purposes of this Agreement, a “competitor of S3 Group” shall be [***], (b) the acquiror has assumed in writing or by operation of law all of Licensee’s obligations under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assigns. |
| 12.2. | Relationship of the Parties: The relationship between the Parties hereto is that of independent contractors. Nothing contained in this Agreement and no action taken by the Parties under this Agreement shall be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. |
| 12.3. | Invalidity: If any term, section or part of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision, shall, to the extent required, be severed from this Agreement and shall be ineffective without, as far as is possible, modifying any other clause or part of this Agreement and this shall not affect any other provision of this Agreement which shall remain in full force and effect. |
| 12.4. | Entire Agreement: This Agreement shall constitute the entire agreement between S3 Group and Licensee relating to the subject matter hereof and supersedes any and all prior written or oral agreements, representations or understandings between the Parties relating to this subject matter. |
| 12.5. | Waiver: Neither Party’s failure or delay by either party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy. |
| 12.6. | Joint Publicity: The Parties may, within ninety (90) days of signature of this Agreement, jointly announce the existence of this agreement publicly as a license agreement between S3 Group and Licensee for the S3 Group Licensed Materials. Subject thereto, neither party shall mention the other party in any press release or other communication to the public in connection with the Agreement without the prior approval of the other (such approval not to be unreasonably withheld or delayed), and each party shall provide an advance copy of such press release or other communication to facilitate such approval. |
| 12.7. | Notices. Any notice under this Agreement shall be in writing and may be delivered by pre-paid registered post or facsimile addressed to the recipient at the address set out below or such other address as may be notified in writing to the other Party. |
Notices shall be deemed to have been duly served:-
if sent by pre-paid registered post, on the fifth Business Day after being posted; if sent by facsimile, at the time of transmission, provided that the sender of any facsimile must receive an acknowledgement from the recipient within 24 hours after transmission.
14
The addresses for the parties are as follows:-
S3 Group
Silicon and Software Systems Limited
[***]
Licensee
Sequans Communications
[***]
| 12.8. | Governing Law and Jurisdiction: |
The Parties agree that any controversy, claim, dispute or misunderstanding arising or relating to any part of the Agreement, shall first be referred to one or more equal number of executive level employees of Licensee and S3 Group. Such employees will meet and negotiate in good faith in an attempt to amicably resolve such controversy, claim, dispute or misunderstanding, with such escalation path ending at a Chief Executive Officer level in the case of S3 Group and Licensee. If, after good faith discussion, no solution is found within ten [10] Business Days from such initial meeting (or such longer period as may be expressly agreed in writing by the Parties), either Party shall have the right to elect non-binding mediation before resorting to arbitration. Any Party may initiate non-binding mediation by giving written notice to the other Parties (the ‘‘Mediation Notice”). The mediation shall be conducted by a mediator mutually agreed to by the Parties or, in the event the Parties are unable to reach such agreement within thirty (30) days of the giving of the Mediation Notice, by a mediator appointed by JAMS. The mediation shall be conducted under such procedures as may be agreed by the Parties, or failing such agreement, under the JAMS mediation rules. Mediation shall take place in Dublin, Ireland or any other location mutually agreeable to the Parties. Furthermore, it is understood between the Parties that at all times, the Parties will enter into all aspects of the mediation process in good faith, with the intent of amicably resolving such controversy, claim, dispute or misunderstanding. In the event the Parties resolve their dispute in mediation, they shall enter into a mutual agreement, which shall be binding on the Parties. In the event, however that the Parties fail to resolve their dispute in mediation after all good faith attempts to do so have been exhausted, the Parties agree to refer and finally resolve the matter by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and the decision of the arbitrator shall be final, binding and conclusive and furthermore, the Parties hereby agree to waive irrevocably their right to any form of recourse, including, but not limited to any form of appeal, review or recourse to any state court or other judicial authority.
The governing law of the Agreement shall be the laws of England and Wales.
15
| 12.9. | Force Majeure: Neither Party will be liable for any failure to perform any obligations undertaken hereunder due to unforeseen circumstances or causes beyond reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, earthquakes, fire, flood, pandemics and accident. Time for performance will be extended by Force Majeure. |
| 12.10. | Export Restrictions: Licensee shall not export, either directly or indirectly, any product, service or technical data or system incorporating the Licensed Materials (or portion thereof) without first obtaining any required license or other approval from any relevant state, federal or governmental mandatory regulatory authority. |
| 12.11. | Rights of Third Parties: Other than those granted under clause 12.1, this Agreement confers no rights on any third party to enforce any term of this Contract against S3 Group under the Contracts (Rights of Third Parties) Act 1999. |
| 12.12. | Conflict of Laws: This Agreement shall be governed by the laws of England and Wales without regard to the conflicts of law provisions thereof. |
| 12.13. | Rights of S3 Group to Audit Licensee: During the Term and for a period of three (3) years thereafter, S3 Group shall have the right to inspect the facilities and computer databases used in connection with Licensee’s undertakings hereunder and to audit all databases, books, records and foundry deliverables of Licensee to ensure Licensee’s compliance with the terms and conditions of this Agreement, including, without limitation, to the use of the Licensed Materials and the proper payment of fees due hereunder for the Licensed Materials as well as instructing the foundry to run any report as so requested by S3 Group, to indicate that the Licensed Materials have infact been incorporated into a Licensed Product. Such audits will be conducted during normal business hours. Licensee shall willingly co-operate and provide all such reasonable assistance and information in connection with such audit as S3 Group may require. The audit will be conducted at S3 Group’s expense, unless the audit reveals that Licensee has breached the license terms under this Agreement and/or has under-reported or under-paid the amounts owed to Licensee by five percent (5%) or more, in which case Licensee will forthwith reimburse S3 Group for all reasonable costs incurred by S3 Group in connection with such audit. Licensee shall promptly pay to S3 Group any amounts shown by any such audit or audit certificate to be owed. If the amounts due to be paid to S3 Group is greater than the amounts actually paid to S3 Group, Licensee shall promptly pay any such payment shortage with interest calculated from the date of such underpayment subject to an interest percentage of two percent (2%) per month or the maximum rate permitted by applicable law, whichever is lower, in addition to a fee equal to 50% of the License Fee as outlined in Schedule 2 or the maximum permitted by applicable law. |
16
SIGNATURE
IN WITNESS WHEREOF this Agreement has been signed at the date first written above and its terms and conditions have been accepted by the duly authorised representatives of each Party hereto.
| FOR AND ON BEHALF OF SILICON & SOFTWARE SYSTEMS LIMITED | ||
| By: | /s/ James O’Riordan | |
| Printed Name: James O’Riordan | ||
| Title: CTO | ||
| Date: 22-10-2010 | ||
| FOR AND ON BEHALF OF SEQUANS COMMUNICATIONS | ||
| By: | /s/ Deborah Choate | |
| Printed Name: Deborah Choate | ||
| Title: Chief Financial Officer | ||
| Date: 22/10/2010 | ||
17
SCHEDULE 1
LICENSED PRODUCT:
Product Family: Mobile Wimax chipset
Product Name: SQN 1310
Function where Licensed Materials are incorporated: 802.16e BB and RF chipset
Product Identification Code: NA
DESIGNATED LOGIC DESIGN SITE: SEQUANS UK AND PARIS OFFICES
DESIGNATED PHYSICAL DESIGN SITE SEQUANS UK AND PARIS OFFICES
THIRD PARTY INTELLECTUAL PROPERTY INCLUDED WITH OR IN THE LICENSED MATERIALS:
Apart from the Process Technology as listed here in SCHEDULE 1, there are no other third party intellectual property items included with or in the Licensed Materials
LICENSED MATERIALS:
S3BGT65Ll V8
S3REG25016T65L
S3REG10016T65L
S3REG1016T65L
targeted to the process.
| Process Technology |
[***] |
[***] |
Together with:
18
A. the following Customer Support Materials :
| Item |
Deliverable | |
| 1 | Verilog A and verilog Behavioural Model | |
| 2 | Synopsys timing view | |
| 3 | Datasheet | |
And:
B. the following documentation and files :
[***]
19
SCHEDULE 2
LICENSE FEES
[***]
PAYMENT SCHEDULE:
[***]
REUSE FEES:
[***]
20
SCHEDULE 3
SPECIFICATIONS:
Process
The Licensed Materials will be designed for process.
| Process Technology |
[***] | [***] |
The document named
‘S3REG1016T65L_DS_v14.pdf’ contains the requirement specification and target parameters for the Licensed Design S3REG1016T65L 8.
‘S3REG10016T65L_DS_v14.pdf’ contains the requirement specification and target parameters for the Licensed Design S3REG10016T65.
‘S3REG25016T65L_DS_v14.pdf’ contains the requirement specification and target parameters for the Licensed Design S3REG250l6T65L.
‘S3BGT65L1V8_DS_v10.pdf’ contains the requirement specification and target parameters for the Licensed Design S3BGT65LIV8.
Licensed Material Specifications for each IP block are contained in the above documents: The Specifications may be revised and updated with the agreement of both Parties
21
SCHEDULE 4
TIMETABLE:
| 1 | Contract Signature | |
| 2 | Manufacturing process related deliverables: | |
| [***] | ||
| 3 | ||
| 4 | ||
| 5 | Standard cell & IO libraries | |
| 6 | Preliminary LEF/Abstract View | |
| 7 | Verilog A View | |
| 8 | Integration Guide delivery | |
| 9 | Timing View | |
22
| 10 | Encrypted Netlist | |||
| 11 | Final LEF/Abstract view | [***] | ||
| 12 | Preliminary GDSII & CDL | |||
| 13 | GDSII & CDL | [***] | ||
| 14 | Documentation | |||
| 15 | Silicon FAB | [***] | ||
| 16 | Silicon Characterization Report (if applicable) | |||
All S3 Group deliverables are dependent on the on-time delivery of foundry and Licensee deliverables if such delivery date is delayed, the corresponding dates for future S3 Group deliverables will be amended to equivalent later dates. Performance will then be in accordance with such amended dates.
23
SCHEDULE 5:
S3 GROUP TAGGING GUIDELINES:
The Licensed Materials will be tagged in order to provide S3 Group with a means to track the use of the Licensed Materials into the fabrications processes. This is accomplished by the use of tracking information embedded by S3 Group into the GDSII file.
24
[***]
For more information about this product please refer to the full datasheet which is available upon request. This product can be delivered as a single IP macro for customer integration or S3 engineers can integrate it as part of a SoC engagement.
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
Table of Contents
| 1 |
VERSION CONTROL AND RELEASE INFORMATION | 3 | ||||||
| 2 |
BLOCK DIAGRAM | 4 | ||||||
| 3 |
IP PORTS DESCRIPTION | 5 | ||||||
| 4 |
OPERATING MODES | 6 | ||||||
| 5 |
ELECTRICAL SPECIFICATIONS | 7 | ||||||
| 5.1 | EXTERNAL CONDITIONS | 7 | ||||||
| 5.2 | SPECIFICATIONS | 8 | ||||||
Disclaimer
While reasonable care has been taken by Silicon & Software Systems Limited (S3) in the preparation of the information contained in this document, all information is provided “AS IS” and S3 does not warrant, guarantee or make any representations of any kind (express or implied) regarding the use or results of the use of the information in terms of correctness, accuracy, reliability, non- infringement or otherwise. The information is for promotional and technical guideline purposes only. No license is granted by implication, estoppel or otherwise under any intellectual property rights of S3.
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 2 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 1 | VERSION CONTROL AND RELEASE INFORMATION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 3 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 2 | BLOCK DIAGRAM |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 4 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 3 | IP PORTS DESCRIPTION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 5 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 4 | OPERATING MODES |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 6 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 5 | ELECTRICAL SPECIFICATIONS |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 7 |
| S3BGT65L1V8D Low Noise Bandgap Reference | DATASHEET |
| 5.2 | Specifications |
Specification Version v1.0
Conditions (Unless Otherwise Specified)
Internal References, Typical values at TA= +25ºC.
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 8 |
[***]
About Silicon & Software Systems (S3)
S3 is the connected Consumer Technology® Company, providing software products, systems knowledge expertise and silicon design for its global client base competing in fast-moving consumer and wireless markets. S3’s technologies, products and professional services enable consumer electronics companies, semiconductors, service providers and healthcare providers to deliver next-generation devices, systems and services to consumers at home and on the move. For IC designers and product managers, S3 delivers a comprehensive portfolio of mixed-signal IP and design services for power-efficient single-chip systems. S3’s 90nm and 65nm SoC customers are repeat users, who benefit from having the confidence to meet light time-lo-market schedules with reduced design risk. Founded in 1986. S3 has design centers in Ireland (Dublin and Cork). Portugal. Central Europe and the USA. as well as sales offices and representatives globally.
For further information
E-mail: info@s3group.com
Website: www.s3group.com/mixedsignal
www.s3group.com
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 9 |
[***]
For more information about this product please refer to the full datasheet which is available upon request. This product can be delivered as a single IP macro for customer integration or S3 engineers can integrate it as part of a SoC engagement.
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
Table of Contents
| 1 | VERSION CONTROL AND RELEASE INFORMATION | 3 | ||||
| 2 | BLOCK DIAGRAM | 4 | ||||
| 3 | IP PORTS DESCRIPTION | 5 | ||||
| 4 | OPERATING MODES | 6 | ||||
| 4.1 | SLEEP MODE DEFINITION | 6 | ||||
| 5 | ELECTRICAL SPECIFICATIONS | 7 | ||||
| 5.1 | EXTERNAL CONDITIONS | 7 | ||||
| 5.2 | EXTERNAL COMPONENTS | 7 | ||||
| 5.3 | INTERNAL CONDITIONS | 7 | ||||
| 5.4 | SPECIFICATIONS | 8 | ||||
Disclaimer
While reasonable care has been taken by Silicon & Software Systems Limited (S3) in the preparation of the information contained in this document, all information is provided “AS IS” and S3 does not warrant, guarantee or make any representations of any kind (express or implied) regarding the use or results of the use of the information in terms of correctness, accuracy, reliability, non- infringement or otherwise. The information is for promotional and technical guideline purposes only. No license is granted by implication, estoppel or otherwise under any intellectual property rights of S3.
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 2 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 1 | VERSION CONTROL AND RELEASE INFORMATION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 3 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 2 | BLOCK DIAGRAM |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 4 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 3 | IP PORTS DESCRIPTION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 5 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 4 | OPERATING MODES |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 6 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 5 | ELECTRICAL Specifications |
| 5.1 | External Conditions |
[***]
| 5.2 | External Components |
[***]
| 5.3 | Internal Conditions |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 7 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
| 5.4 | Specifications |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 8 |
| S3REG1016T65LD Low Drop Out 10mA Regulator | DATASHEET |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 9 |
[***]
About Silicon & Software Systems (S3)
S3 is the connected Consumer Technology® Company, providing software products, systems knowledge expertise and silicon design for its global client base competing in fast-moving consumer and wireless markets. S3’s technologies, products and professional services enable consumer electronics companies, semiconductors, service providers and healthcare providers to deliver next-generation devices, systems and services to consumers at home and on the move. For IC designers and product managers, S3 delivers a comprehensive portfolio of mixed-signal IP and design services for power-efficient single-chip systems. S3’s 90nm and 65nm Soc customers are repeat users, who benefit from having the confidence to meet light time-lo-market schedules with reduced design risk. Founded in 1986. S3 has design centers in Ireland (Dublin and Cork). Portugal. Central Europe and the USA. as well as sales offices and representatives globally.
For further information
E-mail: info@s3group.com
Website: www.s3group.com/mixedsignal
www.s3group.com
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 10 |
[***]
For more information about this product please refer to the full datasheet which is available upon request. This product can be delivered as a single IP macro for customer integration or S3 engineers can integrate it as part of a SoC engagement.
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
Table of Contents
| 1 | VERSION CONTROL AND RELEASE INFORMATION | 3 | ||||
| 2 | BLOCK DIAGRAM | 4 | ||||
| 3 | IP PORTS DESCRIPTION | 5 | ||||
| 4 | OPERATING MODES | 6 | ||||
| 4.1 | SLEEP MODE DEFINITION | 6 | ||||
| 5 | ELECTRICAL SPECIFICATIONS | 7 | ||||
| 5.1 | EXTERNAL CONDITIONS | 7 | ||||
| 5.2 | EXTERNAL COMPONENTS | 7 | ||||
| 5.3 | INTERNAL CONDITIONS | 7 | ||||
| 5.4 | SPECIFICATIONS | 8 | ||||
Disclaimer
While reasonable care has been taken by Silicon & Software Systems Limited (S3) in the preparation of the information contained in this document, all information is provided “AS IS” and S3 does not warrant, guarantee or make any representations of any kind (express or implied) regarding the use or results of the use of the information in terms of correctness, accuracy, reliability, non- infringement or otherwise. The information is for promotional and technical guideline purposes only. No license is granted by implication, estoppel or otherwise under any intellectual property rights of S3.
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 2 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 1 | VERSION CONTROL AND RELEASE INFORMATION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 3 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 2 | BLOCK DIAGRAM |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 4 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 3 | IP PORTS DESCRIPTION |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 5 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 4 | OPERATING MODES |
[***]
| 4.1 | SLEEP Mode definition |
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 6 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 5 | ELECTRICAL SPECIFICATIONS |
| 5.1 | External Conditions |
[***]
| 5.2 | External Components |
[***]
| 5.3 | Internal Conditions |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 7 |
| S3REG25016T65LD Low Drop Out 250mA Regulator | DATASHEET |
| 5.4 | Specifications |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 8 |
| S3REG25016T65LD Low Drop Out 250mA Regulator |
[***]
| SILICON & SOFTWARE SYSTEMS CONFIDENTIAL | Page 9 |
[***]
About Silicon & Software Systems (S3)
S3 is the connected Consumer Technology® Company, providing software products, systems knowledge expertise and silicon design for its global client base competing in fast-moving consumer and wireless markets. S3’s technologies, products and professional services enable consumer electronics companies, semiconductors, service providers and healthcare providers to deliver next-generation devices, systems and services to consumers at home and on the move. For IC designers and product managers, S3 delivers a comprehensive portfolio of mixed-signal IP and design services for power-efficient single-chip systems. S3’s 90nm and 65nm SoC customers are repeat users, who benefit from having the confidence to meet light time-lo-market schedules with reduced design risk. Founded in 1986. S3 has design centers in Ireland (Dublin and Cork). Portugal. Central Europe and the USA. as well as sales offices and representatives globally.
For further information
E-mail: [***]
Website: www.s3group.com/mixedsignal
www.s3group.com
[***]
For more information about this product please refer to the full datasheet which is available upon request. This product can be delivered as a single IP macro for customer integration or S3 engineers can integrate it as part of a SoC engagement.
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
Table of Contents
| 1 | VERSION CONTROL AND RELEASE INFORMATION | 3 | ||||
| 2 | BLOCK DIAGRAM | 4 | ||||
| 3 | IP PORTS DESCRIPTION | 5 | ||||
| 4 | OPERATING MODES | 6 | ||||
| 5 | ELECTRICAL SPECIFICATIONS | 7 | ||||
| 5.1 | EXTERNAL CONDITIONS | 7 | ||||
| 5.2 | INTERNAL CONDITIONS | 7 | ||||
| 6 | SPECIFICATIONS | 8 | ||||
Disclaimer
While reasonable care has been taken by S3 Group in the preparation of the information contained in this document, all information is provided “AS IS” and S3 Group does not warrant, guarantee or make any representations of any kind (express or implied) regarding the use or results of the use of the information in terms of correctness, accuracy, reliability, non- infringement or otherwise. The information is for promotional and technical guideline purposes only. No license is granted by implication, estoppels or otherwise under any intellectual property rights of S3 Group.
| S3 GROUP | CONFIDENTIAL | Page 2 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 1 | VERSION CONTROL AND RELEASE INFORMATION |
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| S3 GROUP | CONFIDENTIAL | Page 3 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 2 | BLOCK DIAGRAM |
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| S3 GROUP | CONFIDENTIAL | Page 4 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 3 | IP PORTS DESCRIPTION |
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| S3 GROUP | CONFIDENTIAL | Page 5 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 4 | OPERATING MODES |
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| S3 GROUP | CONFIDENTIAL | Page 6 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 5 | ELECTRICAL SPECIFICATIONS |
| 5.1 | External Conditions |
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| S3 GROUP | CONFIDENTIAL | Page 7 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
| 6 | SPECIFICATIONS |
Conditions (Unless Otherwise Specified)
Internal References, Typical values at TA= +25ºC.
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| S3 GROUP | CONFIDENTIAL | Page 8 |
| S3REGC10014T65LD Capless Low Drop Out 100mA Regulator | DATASHEET |
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| S3 GROUP | CONFIDENTIAL | Page 9 |
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About S3 Group
S3 Group is the connected Consumer Technology® Company, providing software products, systems knowledge expertise and silicon design for its global client base competing in fast-moving consumer and wireless markets. S3 Group’s technologies, products and professional services enable consumer electronics companies, semiconductors, service providers and healthcare providers to deliver next-generation devices, systems and services to consumers at home and on the move. For IC designers and product managers, S3 Group delivers a comprehensive portfolio of mixed-signal IP and design services for power-efficient single-chip systems. S3 Group’s 90nm and 65nm SoC customers are repeat users, who benefit from having the confidence to meet tight lime-to-market schedules with reduced design risk. Founded in 1986. S3 Group has design centers in Ireland (Dublin and Cork). Portugal, Central Europe and the USA, as well as sales offices and representatives globally.
For further information
E-mail: [***]
Website: www.s3group.com/silicon-Ip
www.s3group.com