CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE OMISSIONS.
This Manufacturing Agreement is entered into as of May 24, 2005, between Ionics EMS, Inc. (hereinafter “Company”) and
Microtune (Texas), L.P., a Texas limited partnership, located at 2201 Tenth Street, Plano, Texas 75074 (hereinafter “Buyer”).
WHEREAS, Company, is engaged in the business of manufacturing electronic assemblies;
WHEREAS, Buyer is engaged in the business of designing and selling a variety of related and unrelated electronic goods
and commodities; and
WHEREAS, Buyer desires to retain the services of Company, and Company desires to provide its services to Buyer upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.
DEFINITIONS AND AGREEMENT
Defined Terms . The following terms shall, when written with an initial capital letter, have the following meanings for
purposes of this Manufacturing Agreement:
1.1. “Buyer” shall mean Microtune (Texas), L.P., a Texas limited partnership, and all of its assigns and successors, affiliates
1.2. “Company” shall mean Ionics EMS, Inc., and all of its assigns and successors, affiliates and subsidiaries.
1.3. “Manufacturing Price” shall mean the prices determined using the agreed upon pricing formula, which may be changed
from time to time in accordance with this Agreement, and which prices are exclusive of freight, insurance and like charges, and
net of any taxes, discounts, returns, refunds and collection costs.
1.4. “Products” shall mean RF electronic modules and printed circuit board assemb