feedback
このページの評価をお願いします
サポート情報をお探しですか?

印刷

オン・セミコンダクター、短期株主ライツプランの導入を発表  Chinese Korean

2020年6月10日(米国2020年6月8日発表): オン・セミコンダクター(本社 米国アリゾナ州フェニックス、Nasdaq: ON )は、取締役会(以下「取締役会」)が短期株主ライツプラン(以下「ライツプラン」)を採択したことを発表しました。このライツプランは、個人またはグループが、現在の市場が混乱している期間中に、オン・セミコンダクターの株主に適切な補償を行うことなく、オン・セミコンダクターの株式の公開市場での蓄積を通して、オン・セミコンダクターの経営権を獲得する可能性を減少させることにより、株主の利益を保護することを目的としています。

このライツプランの導入に際し、取締役会は特に、Schedule 13Gに記載されている、コーク・インダストリーズ(Koch Industries)およびその関連会社(以下「コーク」)による当社の普通株式の受益所有権に関する最近の開示、ならびに、コークが米国連邦取引委員会および米国司法省に2020年5月15日に提出した、当社の発行済み普通株式の10% 以上(上限9億4,010万ドルまで)を取得する柔軟性を認めることへの承認を求める届出書の指摘に留意しました。コークの、ハート・スコット・ロディノ(Hart-Scott-Rodino)法に基づく待機期間の早期終了の要求は、2020年6月5日に認められました。しかしながら、取締役会は、コークの Scheule 13G の提出書類において、オン・セミコンダクターの株式は「取得されておらず、また、同社の経営権を変更または影響を与えることを目的として保有されていない」ことを示していると指摘しました。また、取締役会は、市場の大幅な変動と、それによる当社の株価への影響、ならびにコークおよびその他の投資家による当社株式の所有数の増加の可能性、ならびにCOVID-19の流行により継続している潜在的な市場の変動と当社のビジネスへの影響にも留意しています。

さらに、本ライツプランにより、当社の取締役会は、当社を買収しようとするあらゆる試みについて、十分な情報に基づいた判断を行い、当社の経営権を獲得しようとする者に対して、買収を試みる前に交渉を促す十分な時間を確保することによって、取締役会がすべての株主に代わって受託者責任を果たすよう位置づけられます。本ライツプランは、取締役会が株主の最善の利益に資すると判断した、当社に関するいかなる行動をも阻止または妨害することを意図したものではありません。

本ライツプランは、その限定された範囲と1年未満の期間などで、最近の他の上場企業が導入したプランと類似しています。当社は、ライツプランに基づき、米国時間2020年6月18日の営業終了時点で、普通株式1株につき1つの権利を発行します。この権利は最初に当社の普通株式と取引され、本ライツプランの条件に従って、当社の発行済普通株式の15%以上(トリガーパーセンテージ」)の所有権(特定のデリバティブ・ポジションを通じ、またライツプランに別途規定されているものを含む)を取得した者(またはグループとして活動する者)に限り、行使可能となります。権利が行使可能になった場合、すべての権利保有者(トリガーする者以外)は、その時点の市場価格の50% 割引でオン・セミコンダクターの普通株式を取得する権利を有するか、もしくは当社は、当該保有者が保有する各権利を、オン・セミコンダクターの普通株式1株と交換することを選択する場合があります。本ライツプランの条件に従い、現在トリガーパーセンテージを超えて所有している者は、普通株式を引き続き保有できますが、本ライツプランを行使することなく、デリバティブ、オプションまたは類似の商品を含み追加の株式を取得できません。

本ライツプランの期間は364日で、2021年6月7日に満了します。取締役会は、市場その他の条件が正当化される場合には、ライツプランの早期終了を検討する場合があります。本ライツプランに関する追加の詳細情報は、当社が米国証券取引委員会に提出する Form 8-K に記載されます。

オン・セミコンダクターについて
オン・セミコンダクター(Nasdaq: ON)は、お客様にグローバルな省エネルギーを実現していただけるよう、高効率エネルギーへのイノベーションをリードしてまいります。オン・セミコンダクターは半導体をベースにしたソリューションのリーディング・サプライヤーで、エネルギー効率の高い、電力管理、アナログ、センサ、ロジック、タイミング、コネクティビティ、ディスクリート、SoCおよびカスタム・デバイスの包括的なポートフォリオを提供しています。オン・セミコンダクターの製品は、自動車、通信、コンピューティング、民生機器、産業用機器、医療機器、航空宇宙、防衛のアプリケーションにおける特有な設計上の課題を解決します。オン・セミコンダクターは、迅速な対応、信頼性、世界クラスのサプライ・チェーンと品質保証プログラム、厳格な企業倫理とコンプライアンスを備え、北米、ヨーロッパ、およびアジア太平洋地域の主要市場で、製造工場、営業所、デザイン・センターのネットワークを運営しています。詳細については、https://www.onsemi.jpをご覧ください。

# # #

オン・セミコンダクターおよびオン・セミコンダクターのロゴは、Semiconductor Components Industries, LLCの登録商標です。本ドキュメントに記載されている、それ以外のブランド名および製品名はすべて、各所有者の登録商標または商標です。オン・セミコンダクターは、本ニュースリリースで同社Webサイトを参照していますが、Webサイト上の情報はここには記載されていません。

# # #

This document contains “forward-looking statements,” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated in this document could be deemed forward-looking statements, including statements about the Company's Rights Plan and anticipated benefits and expected consequences of the Rights Plan and possible future actions by the Company’s stockholders. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” or “anticipates,” or by discussions of strategy, plans, or intentions. All forward-looking statements in this document are made based on our current expectations, forecasts, estimates, and assumptions and involve risks, uncertainties, and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are our revenue and operating performance; economic conditions and markets (including current financial conditions); risk related to changes in tariffs or other government trade policies, including between the U.S. and China; risks related to our ability to meet our assumptions regarding outlook for revenue and gross margin as a percentage of revenue; effects of exchange rate fluctuations; the cyclical nature of the semiconductor industry; changes in demand for our products; changes in inventories at our customers and distributors; risks associated with restructuring actions and workforce reductions; technological and product development risks; risks that our products may be accused of infringing the IP rights of others; enforcement and protection of our intellectual property rights and related risks; risks related to the security of our information systems and secured network; availability of raw materials, electricity, gas, water, and other supply chain uncertainties; our ability to effectively shift production to other facilities when required in order to maintain supply continuity for our customers; variable demand and the aggressive pricing environment for semiconductor products; our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products; risks associated with our acquisitions and dispositions generally, including our ability to realize the anticipated benefits of our acquisitions and dispositions; including our acquisition of Quantenna Communications, Inc.; risks that acquisitions or dispositions may disrupt our current plans and operations, the risk of unexpected costs, charges, or expenses resulting from acquisitions or dispositions and difficulties arising from integrating and consolidating acquired businesses, our timely filing of financial information with the Securities and Exchange Commission (“SEC”) for acquired businesses, and our ability to accurately predict the future financial performance of acquired businesses); competitor actions, including the adverse impact of competitor product announcements; pricing and gross profit pressures; risks associated with the addition of Huawei Technologies Co., Ltd. and its non-U.S. affiliates and subsidiaries, and other customers, to the U.S. Department of Commerce, Bureau of Industry Security Entity List; loss of key customers; order cancellations or reduced bookings; changes in manufacturing yields; control of costs and expenses and realization of cost savings and synergies from restructurings; the costs to defend against or pursue litigation and the potential significant costs associated with adverse litigation outcomes; risks associated with decisions to expend cash reserves for various uses in accordance with our capital allocation policy such as debt prepayment, stock repurchases, or acquisitions rather than to retain such cash for future needs; risks associated with our substantial leverage and restrictive covenants in our debt agreements that may be in place from time to time; risks associated with our worldwide operations, including changes in trade policies, foreign employment and labor matters associated with unions and collective bargaining arrangements, continuing political unrest in markets in which we do significant business, including Hong Kong, as well as man-made and/or natural disasters, public health and safety outbreaks affecting our operations or financial results, including as a result of the outbreak of COVID-19; the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally; risks of changes in U.S. or international tax rates or legislation; risks related to the potential impact of climate change and regulations related thereto on our operations; risks and costs associated with increased and new regulation of corporate governance and disclosure standards; risks related to new legal requirements; and risks and expenses involving environmental or other governmental regulation. Additional factors that could affect our future results or events are described under Part I, Item 1A “Risk Factors” in our 2019 Annual Report on Form 10-K filed with the SEC on February 19, 2020 (our "2019 Form 10-K"), and from time-to-time in our other SEC reports. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information, except as may be required by law.

You should carefully consider the trends, risks, and uncertainties described in this document, our 2019 Form 10-K, and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks, or uncertainties actually occurs or continues, our business, financial condition, or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

Download Agreement

IMPORTANT - READ BEFORE DOWNLOADING, COPYING, INSTALLING, OR USING.

DO NOT DOWNLOAD, COPY, INSTALL, OR USE THIS CONTENT UNTIL YOU (THE "LICENSEE") HAVE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY DOWNLOADING, COPYING, INSTALLING, OR USING THE CONTENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT WISH TO SO AGREE, DO NOT DOWNLOAD, COPY, INSTALL, OR USE THE CONTENT.

If you agree to this Agreement on behalf of a company, you represent and warrant that you have authority to bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company. In that event, "Licensee" herein refers to such company. This Agreement is a legal contract between Licensee and Semiconductor Components Industries, LLC a Delaware limited liability company (d/b/a ON Semiconductor) having its principal place of business at 5005 E. McDowell Road, Phoenix, Arizona 85008, U.S.A., ("ON SEMICONDUCTOR") and its affiliates and subsidiaries ("ON Semiconductor").

1. Delivery of Content. Licensee agrees that it has received a copy of the Content, including Software (i.e. human-readable and editable code ("source code"), executable code ("object code")), data sheets, BOMs, schematics, application notes, design & development tools, evaluation board material (i.e. BOM, Gerber, user manual, schematic, test procedures, etc.), design models, reference designs, reference manuals, and other related material (collectively the "Content") for the purpose of enabling Licensee to use the Content and then incorporate the functionality of such Content for use only with ON Semiconductor Products. Licensee agrees that the delivery of any Software does not constitute a sale and the Software is only licensed.

2. License.

2.1 License Grant.

a) ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-transferable and non-sublicensable license to modify the Software as necessary to enable Licensee’s products ("Licensee Products") utilizing the Software to operate, or interface with only products sold to Licensee by or on behalf of ON Semiconductor ("ON Semiconductor Products").
b) In addition, ON Semiconductor hereby grants to Licensee a fully paid-up, royalty-free, non-exclusive, non-transferable license to: (i) use the Content, including as modified by Licensee, with Licensee Products solely for the purpose of enabling such Licensee Products to operate or interface with only ON Semiconductor Products; (ii) copy the Content as necessary for such use; and (iii) distribute only the Software and modified Software in a format which is executable by a machine and not human-readable, to Licensee's third party end-user customers ("Customer(s)") for use by such Customers strictly in conjunction with Licensee Products and solely for the purpose of enabling such Licensee Products to operate or interface with ON Semiconductor Products.
c) Notwithstanding anything herein to the contrary, no license or right of any kind is granted herein by ON Semiconductor (or its licensors/suppliers) to Licensee to disclose, distribute or otherwise provide the Content, Software or Modifications (defined below) in a format which is customarily read and edited by humans to Licensee's customers or to any third party, with the sole exception of Licensee's consultants and subcontractors (i) that have a need to have access to such source code for purposes of the license grant of this Agreement, and (ii) that have entered into a written confidentiality agreement ("NDA") with Licensee specifying that such source code is ON Semiconductor confidential information and preventing unauthorized use or disclosure of such source code.
d) Licensee agrees that it shall not take any actions whatsoever that could or would cause the Content, Software, or Modifications or any portion thereof to become subject to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Artistic License, Apache License, Q Public License, IBM Public License, or any other open source license requiring the distribution of the Software or Modifications or any part thereof in any code format.
e) In the event Licensee makes modifications to the Software made by or on behalf of Licensee (each a "Modification"); Licensee shall notify ON Semiconductor of any Modifications and provide ON Semiconductor with a source code formatted copy of each such Modification within thirty (30) days of making such Modifications. ON Semiconductor shall own any Modifications to the Software.
f) Licensee shall retain, and shall require each Customer to retain, all copyright and other notices within the Content, Software and Modifications developed by Licensee hereunder.
g) Licensee may only distribute the Software or Modifications to its Customers pursuant to a written license agreement. At a minimum such license agreement shall safeguard ON Semiconductor's ownership rights to the Software. Such license agreement may be a "break-the-seal" or "click-to-accept" license agreement.
h) The Content is licensed for use only with the ON Semiconductor Products. Use of the Content with non-ON Semiconductor Products is not licensed hereunder.

2.2 Ownership; No Implied Licenses. Subject to the licenses expressly granted herein by ON Semiconductor to Licensee, ON Semiconductor (and/or its licensors/suppliers) retains all rights, title and interest in and to the Content and all patents, copyrights, trademarks, trade secrets, and all other proprietary or intellectual rights therein. ON Semiconductor (and/or its licensors/suppliers) reserves all rights not expressly granted hereunder, and there are no implied licenses granted by ON Semiconductor hereunder. Certain elements of the Content may be provided in files/data formatted for use with or by certain third party software/tools/products. No licenses or rights to any such third party software/tools/products are granted to Licensee by ON Semiconductor. Licensee shall ensure that it has obtained all necessary licenses and rights to use any such third party software/tools/products which are necessary in order to utilize the Content.

2.3 Restrictions. Except as expressly permitted in this Agreement, Licensee shall not use, modify, copy or distribute the Content or Modifications. The Content is the confidential information of ON Semiconductor (and/or its licensors/suppliers). Except as expressly permitted in this Agreement, Licensee shall not disclose, or allow access to, the Content or Modifications to any third party. Except as expressly permitted in this Agreement, Licensee shall not itself and shall restrict Customers from: copying, modifying, creating derivative work of, decompiling, disassembling or reverse-engineering the Content (or any part thereof).

2.4 Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, Licensee Products, and any and all other products and/or services of Licensee, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the foregoing.

3. Warranty Disclaimer. THE CONTENT IS PROVIDED BY ON SEMICONDUCTOR TO LICENSEE HEREUNDER "AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN RELATION TO THE CONTENT, ANY MODIFICATIONS, OR THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,INCLUDING WITHOUT LIMITATION ANY AND ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING, TRADE USAGE, TRADE CUSTOM OR TRADE PRACTICE.

4. No Support Obligation. Licensee acknowledges and agrees that ON Semiconductor (and its licensors/suppliers) has no and shall have no obligation or responsibility whatsoever under this Agreement to provide to Licensee, Customers, or any third party, any maintenance, support or assistance ("Support"), including without limitation in relation to the Content, Software, Modifications or Licensee Products, and ON Semiconductor (and its licensors/suppliers) cannot and shall not be held liable or responsible to Licensee, Customers, or any third party for the failure to provide any such Support. However, during the term of this Agreement ON Semiconductor may from time-to-time in its sole discretion provide such Support to Licensee, and provision of same shall not create nor impose any future obligation on ON Semiconductor to provide any such Support. Such Support may include provision by ON Semiconductor to Licensee of updates and/or upgrades to the Content, which may include bug fixes and/or error corrections, and any such updates and/or upgrades to the Software provided by ON Semiconductor to Licensee shall be deemed and considered to be the Software hereunder and shall be governed by the terms and conditions of this Agreement. Licensee is and shall be solely responsible and liable for any Modifications and for any Licensee Products, and for testing the Software, Modifications and Licensee Products, and for testing and implementation of the functionality of the Software and Modifications with the Licensee Products.

5. Term and Termination.

5.1 Term. The term of this agreement is perpetual unless terminated by ON Semiconductor as set forth herein.

5.2 Termination by ON Semiconductor. ON Semiconductor shall have the right to terminate this Agreement upon written notice to Licensee if: (i) Licensee commits a material breach of this Agreement and does not cure or remedy such breach within thirty (30) days after receipt of written notice of such breach from ON Semiconductor; or (ii) Licensee uses the Software outside of the scope of the Agreement; or iii) Licensee becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors if such petition or proceeding is not dismissed with prejudice within sixty (60) days after filing.

5.3 Effect of Termination/Expiration. The following Sections of this Agreement shall survive the termination or expiration of this Agreement for any reason: 2.1(e), 2.2, 2.3, 2.4, 3, 4, 5, 7, 8, 9 and 10 (excluding only the record retention obligations and audit rights set forth in Section 11.6, which obligations and rights shall terminate upon termination of the Agreement). Any Content or Modifications distributed by Licensee to Customers pursuant to Section 2.1(b)(iii) of this Agreement prior to the effective date of such termination or expiration of this Agreement, shall not be effected solely by reason of such termination or expiration of this Agreement. Upon the effective date of termination of this Agreement, all licenses granted to Licensee hereunder shall terminate and Licensee shall cease all use, copying, modification and distribution of the Content and shall promptly either destroy or return to ON Semiconductor all copies of the Content in Licensee's possession or under Licensee's control. Within 30 days after the termination of the Agreement, Licensee shall furnish a statement certifying that all Content and related documentation have been destroyed or returned to ON Semiconductor.

6. Export. Licensee agrees that it shall comply fully with all relevant and applicable export laws and regulations of the United States or foreign governments ("Export Laws") to ensure that neither the Content, nor any direct product thereof is: (i) exported directly or indirectly, in violation of Export Laws; or (ii) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical or biological weapons proliferation.

7. Limitation of Liability. ON SEMICONDUCTOR (AND ITS LICENSORS/SUPPLIERS) SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES OR ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY LOST REVENUE OR PROFITS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE SOFTWARE, MODIFICATIONS, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. ON SEMICONDUCTOR'S TOTAL LIABILITY FOR ANY AND ALL COSTS, DAMAGES, CLAIMS, INDEMNIFICABLE CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PRODUCTS SUPPLIED BY THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO ON SEMICONDUCTOR FOR THE CONTENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

8. Indemnification. Licensee acknowledges and agrees that Licensee is solely and wholly responsible and liable for any and all Modifications, Licensee Products, and any and all of Licensee's Products other products and/or services, including without limitation, with respect to the installation, manufacturing, testing, distribution, use, support and/or maintenance of any of the foregoing. Licensee shall, at Licensee's sole expense, defend, indemnify and hold harmless ON Semiconductor and its subsidiaries and affiliates from and against any and all claims, demands, suits, actions, and proceedings ("Claim(s)"), and all related damages, costs, and expenses (including reasonable attorneys fees), arising from, related to or in connection with Modifications, Licensee Products, and the Content in combination with Modifications and/or Licensee Products, including without limitation, in relation to product liability or infringement of third party rights. ON Semiconductor shall: (a) notify Licensee promptly upon learning of such a Claim; (b) give Licensee reasonable information and assistance regarding such Claim; and (c) tender to Licensee authority to direct the defense of such Claim, including negotiation of any settlement in relation thereto, provided however that Licensee shall not enter into any such settlement without ON Semiconductor's express prior written consent, which consent shall not be unreasonably withheld.

9. Publicity. Licensee agrees that it shall not issue any press releases containing, nor advertise, reference, reproduce, use or display, ON Semiconductor's name or any ON Semiconductor trademark without ON Semiconductor's express prior written consent in each instance; provided, however, that Licensee may indicate that the Licensee Product is interoperable with ON Semiconductor Products in product documentation and collateral material for the Licensee Product.

10. Performance Comparisons. Licensee shall not distribute externally or disclose to any Customer or to any third party any reports or statements that directly compare the speed, functionality or other performance results or characteristics of the Software with any similar third party products without the express prior written consent of ON Semiconductor in each instance; provided, however, that Licensee may disclose such reports or statements to Licensee's consultants (i) that have a need to have access to such reports or statements for purposes of the license grant of this Agreement, and (ii) that have entered into a written confidentiality agreement with Licensee no less restrictive than that certain NDA.

11. Miscellaneous.

11.1 Governing Law. This Agreement shall be governed by the laws of the State of New York, and applicable U.S. federal law, without giving effect to conflict of law or to choice of law principles, and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods, if applicable.

11.2 Assignment. Neither this Agreement, nor any of the rights or obligations herein, may be assigned or transferred by Licensee without the express prior written consent of ON Semiconductor, and any attempt to do so in violation of the foregoing shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

11.3 Limitations on Use. The Software is not designed, developed, licensed or provided for use in connection with any nuclear facility, or in connection with the flight, navigation or communication of aircraft or ground support equipment, or in connection with military or medical equipment/applications or activities, or any other inherently dangerous or high risk equipment/applications or activities ("High Risk Use"). Licensee agrees that ON Semiconductor (and its licensors/suppliers) shall not be liable or responsible for any claims, losses, demands, costs, expenses or liabilities whatsoever arising from or in relation to any such High Risk Use of the Content, Software, Modifications or Licensee Products by Licensee or Customers.

11.4 Severability; Waiver. Any provision of this Agreement which is held to be invalid or unenforceable by a court in any jurisdiction shall, as to such jurisdiction, be severed from this Agreement and ineffective to the extent of such invalidity or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Failure by either party hereto to enforce any term of this Agreement shall not be held a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth in a writing signed by the party charged with such waiver.

11.5 Remedies Not Exclusive. The remedies herein are not exclusive, but rather are cumulative and in addition to all other remedies available to ON Semiconductor.

11.6 Records; Audit. Licensee agrees that it shall maintain accurate and complete records relating to its activities under Section 2.1(b)(iii) of this Agreement during the term of this Agreement. Upon reasonable advance written notice, ON Semiconductor shall have the right no more frequently than once in any 12 month period during the term of the Agreement, through an independent third party approved by Licensee in writing (such approval not to be unreasonably withheld), to examine and audit such records and Licensee's compliance with the terms of Section 2.1(b)(iii) of this Agreement. Any such audit shall not interfere with the ordinary business operations of Licensee and shall be conducted at the expense of ON Semiconductor. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be the confidential information of Licensee ("Licensee Confidential Information"), and ON Semiconductor shall protect the confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties with the sole exception of the independent third party auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit rights described in this Section 11.6.

11.7 No Joint Venture, Agency, etc. Nothing in this Agreement shall be construed as creating a joint venture, agency, partnership, trust or other similar association of any kind between the parties hereto. The parties hereto are for all purposes of this Agreement independent contractors, and neither shall hold itself out as having any authority to act as an agent or partner of the other party, or in any way bind or commit the other party to any obligations.

11.8 Interpretation. In this Agreement, words importing a singular number only shall include the plural and vice versa, and section numbers and headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

11.9 Entire Agreement; Amendment; Counterparts; Facsimile Copies. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement and understanding between the parties hereto regarding the subject matter hereof and supersedes all other agreements, understandings, promises, representations or discussions, written or oral, between the parties regarding the subject matter hereof. This Agreement may not be amended except in writing signed by an authorized representative of each of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same agreement. Each party hereto may deliver an executed copy of this Agreement to the other party via facsimile or other electronic means, and such executed copy(ies) sent/received via facsimile or other electronic means shall be deemed an original and binding copy.

12. Confidentiality. Notwithstanding any terms to the contrary in any non-disclosure agreements between the Parties, Licensee shall treat this Agreement and the Content as ON Semiconductor's "Confidential Information" including: not using the Confidential Information except as expressly set forth herein or otherwise authorized in writing; implementing reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Confidential Information; and not disclosing the Confidential Information to any third party except as may be necessary and required in connection with the rights and obligations under this Agreement and subject to confidentiality obligations at least as protective as those set forth herein, or as otherwise required by law. It is expressly understood that all Confidential Information transferred hereunder, and all copies, modifications, and derivatives thereof, will remain the property of ON Semiconductor, and the Licensee is authorized to use those materials only in accordance with the terms and conditions of this Agreement. Upon termination of this Agreement or upon written request, License shall either return all Confidential Information to ON Semiconductor along with all copies and/or derivatives made, including that on computer databases and copies of portions of the Confidential Information, or destroy all such Confidential Information and certify by written memorandum that all such Confidential Information has been destroyed.

Nothing contained in this Agreement limits a party from filing a truthful complaint, or the party's ability to communicate directly to, or otherwise participate in either: (i) any investigation or proceeding with a United States government agency alleging a securities law violation, waste, fraud, or abuse; or (ii) an investigation or proceeding that is protected under a whistleblower provision of a U.S. federal law or regulation.

Your request has been submitted for approval.
Please allow 2-5 business days for a response.
You will receive an email when your request is approved.
Request for this document already exists and is waiting for approval.