Item 7.01 Regulation FD Disclosure.
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The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
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These agreements consist of (i) an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company has agreed to acquire certain assets (the "Purchased Assets") and assume certain liabilities (the "Assumed Liabilities") related to the Existing Products and the IoT Business, and (ii) a Derivative and Roadmap Products Agreement (the "DRPA"), pursuant to which Broadcom will provide development services for certain roadmap products (the "Roadmap Products"), support services for the Derivative Products (as defined below) and the Roadmap Products and grant certain non-exclusive licenses as described further below.
The parties have also agreed to enter into at Closing an Existing Product License Agreement (the "EPLA"), pursuant to which Broadcom will provide support services for the Existing Products and grant certain non-exclusive licenses as described further below, and a Transition Services Agreement (the "TSA"), under which the parties will provide one another with certain transition services following Closing.
Under the EPLA, the Company will receive a non-exclusive license to manufacture and sell the Existing Products in a defined field of use, and Broadcom agrees not to grant any third party the right to manufacture and sell the Existing Products in that field of use for three years following Closing, other than on behalf of Broadcom. Under the DRPA, the Company will receive a non-exclusive license to make derivatives of the Existing Products and the Roadmap Products (the "Derivative Products") and to manufacture and sell the Derivative Products and Roadmap Products in a defined field of use , and Broadcom agrees not to grant any third party the right to manufacture and sell the Roadmap Products in that field of use for one year after the completion of development of the relevant Roadmap Product, other than on behalf of Broadcom. Broadcom will also provide certain support services relating to the Existing Products, Derivative Products and Roadmap Products following Closing.
Pursuant to the definitive agreements, each party has also agreed to indemnify the other for certain agreed items, including breaches of representations and warranties and breach of covenants in the definitive agreements, subject to certain limitations of liability. The consummation of the Closing is not subject to a financing condition, but is subject to customary conditions to closing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press Release fromSynaptics Incorporated datedJuly 7, 2020 , titled "Synaptics to Acquire Rights to Broadcom's Wireless IoT Connectivity Business" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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