This Manufacturing Agreement is entered into as of March 27, 2003, between Three Five Systems Inc., a Delaware
corporation, located at 1600 North Desert Drive, Tempe, AZ 85281 (“hereinafter Company”) and Microtune, Inc., a Delaware
Corporation located at 2201 Tenth Street, Plano, Texas 75074 (“Buyer”). (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
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
1.1 Defined Terms . The following terms shall, when written with an initial capital letter, have the following meanings for
purposes of this Manufacturing Agreement:
1.1.1 “Agreement” shall mean this Manufacturing Agreement.
1.1.2 “Asset Purchase Agreement” shall mean the agreement executed by and among Three-Five Systems, Inc., NSF-
Technologies (Phils.), Inc. and Microtune (Texas), LP. The Asset Purchase Agreement is attached hereto as Exhibit A and
made a part of this Agreement by this reference.
1.1.3 “Buyer” shall mean MICROTUNE, Inc., a Delaware corporation, and all of its assigns and successors, affiliates
1.1.4 “Company” shall mean Three Five Systems Inc., a Delaware corporation, and all of its assigns and successors,
affiliates and subsidiaries.
1.1.5 “Inventory” shall have the same meaning assigned to such term in the Asset Purchase Agreement.
1.1.6 “Manufacturing Price” shall mean the prices