-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, INQfa5Assc6Lj2oRcO9qF7KsiCbEUpmgVIgGSpwSfGlMKDjpfVRmEmqb2cqnmLgM fpCd3JN+pK2g1c/K1GSOLQ== 0000912057-01-526725.txt : 20010807 0000912057-01-526725.hdr.sgml : 20010807 ACCESSION NUMBER: 0000912057-01-526725 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANJA INC CENTRAL INDEX KEY: 0000944248 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 751815822 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46481 FILM NUMBER: 1699217 BUSINESS ADDRESS: STREET 1: 3000 RESEARCH DR CITY: RICHARDSON STATE: TX ZIP: 75082 BUSINESS PHONE: 9726443048 MAIL ADDRESS: STREET 1: 11995 FORESTGATE DR CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: AMX CORP DATE OF NAME CHANGE: 19960327 SC 13D/A 1 a2056046zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Panja, Inc. --------------------------------- (Name of Issuer) Common Stock, $0.01 par value --------------------------------- (Title of Class of Securities) 698493103 --------------------------------- (CUSIP Number) F. Thomas Dunlap Senior Vice President, General Counsel and Secretary Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Telephone: (408) 765-8080 --------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2001 --------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1 (e), 13d-1 (f) or 13d-1 (g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 12 Pages CUSIP No. 698493103 Schedule 13D/A Page 2 of 12 Pages 1. NAME OF REPORTING PERSON: INTEL CORPORATION S.S. or I.R.S. IDENTIFICATION NO. OF 94-1672743 ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS** N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE 7. SOLE VOTING POWER: 238,057 NUMBER OF SHARES 8. SHARED VOTING POWER: -0- BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 238,057 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 238,057 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.1% consisting of an exercisable warrant to purchase 238,057 shares. 14. TYPE OF REPORTING PERSON: CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 698493103 Schedule 13D/A Page 3 of 12 Pages This Amendment No. 1 amends the Schedule 13D dated December 15, 1999 and filed by the Reporting Person. This Amendment No. 1 reports, among other things, the sales of an aggregate of 423,212 shares of Common Stock of the Issuer by the Reporting Person from April 23, 2001 through August 1, 2001. ITEM 1. Security and Issuer. (a) Name of Principal Executive Offices of Issuer: Panja, Inc (the "Issuer") 3000 Research Drive Richardson, TX 75082 (b) Title of Class of Equity Securities: Common Stock, $0.01 par value ("Common Stock") ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation (the "Reporting Person") (b) Address of Principal Business Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (c) Principal Business: Manufacturer of microcomputer components, modules and systems. (d) Criminal Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. CUSIP No. 698493103 Schedule 13D/A Page 4 of 12 Pages (f) Place of Organization: Delaware Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the Reporting Person. All such individuals are U.S. citizens, except as otherwise indicated on Appendix A. ITEM 4. Purpose of the Transaction. On December 15, 1999, the Reporting Person acquired 423,212 shares of Common Stock and a warrant (the "Warrant") to purchase 238,057 shares of Common Stock for $5.0 million pursuant to a Securities Purchase and Investor Rights Agreement dated December 15, 1999 (the "Securities Purchase Agreement"). The Reporting Person also acquired an additional warrant (the "Additional Warrant") to purchase 79,352 shares of Common Stock which would only become exercisable upon satisfaction of certain milestones. From April 23, 2001 through August 1, 2001, the Reporting Person sold an aggregate of 423,212 shares of Common Stock. On June 15, 2001, the Additional Warrant expired without becoming exercisable. The Reporting Person continues to hold the Warrant as an investment. As part of the Securities Purchase Agreement, the Reporting Person has agreed not to acquire more than 19.99% of the Issuer's Common Stock, subject to certain exceptions. The Reporting Person will from time to time explore opportunities for liquidating all or a portion of the Warrant, through one or more sales pursuant to public or private offerings or otherwise depending upon the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors. The Reporting Person may determine to retain some portion of the Warrant as an investment. In addition, the Reporting Person and the Issuer have entered into a cooperation agreement. Pursuant to that agreement, the Reporting Person and the Issuer will cooperate with each other to port certain products on Issuer architecture. ITEM 5. Interest in Securities of the Issuer. The information contained in Item 4 is incorporated herein by this reference. CUSIP No. 698493103 Schedule 13D/A Page 5 of 12 Pages (a) Number of Shares Beneficially Owned: 238,057 shares of Common Stock. Percent of Class: 2.1% of the Issuer's outstanding Common Stock (based upon 10,994,108 shares of Common Stock outstanding as of July 11, 2001, as reported in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on July 30, 2001). In accordance with Rule 13d-3, the number of shares included in the above calculation includes the 238,057 shares issuable upon exercise of the Warrant because it is currently exercisable. (b) Sole Power to Vote, Direct the Vote of, Dispose of, or Direct the Disposition of Shares: 238,057 shares of Common Stock. (c) Recent Transactions: On April 23, 2001, the Reporting Person sold 25,000 shares of Common Stock at a price per share of $2.8879 in a brokerage transaction. On April 26, 2001, the Reporting Person sold 65,000 shares of Common Stock at a price per share of $2.6999 in a brokerage transaction. On April 30, 2001, the Reporting Person sold 5,000 shares of Common Stock at a price per share of $3.0899 in a brokerage transaction. On June 15, 2001, the Additional Warrant expired without becoming exercisable. On August 1, 2001, the Reporting Person sold 328,212 shares of Common Stock at a price per share of $3.00 in a private placement. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: August 1, 2001 CUSIP No. 698493103 Schedule 13D/A Page 6 of 12 Pages ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to a Securities Purchase Agreement dated August 1, 2001, the Reporting Person sold 328,212 shares of Common Stock (as more fully described in Item 5(c) above) in a private placement to Special Situations Fund. ITEM 7. Material to be Filed as Exhibits. Exhibit 1 Securities Purchase Agreement between the Issuer and the Reporting Person dated December 15, 1999.* Exhibit 2 Equity Warrant dated December 15, 1999.* Exhibit 3 Business Warrant dated December 15, 1999.* Exhibit 4 Securities Purchase Agreement between the Reporting Person and Special Situations Fund dated August 1, 2001. *Previously filed. CUSIP No. 698493103 Schedule 13D/A Page 7 of 12 Pages SIGNATURE After reasonable 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 as of August 2, 2001. INTEL CORPORATION By: /s/F. Thomas Dunlap, Jr. ------------------------- F. Thomas Dunlap, Jr. Senior Vice President, General Counsel and Secretary CUSIP No. 698493103 Schedule 13D/A Page 8 of 12 Pages APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens except as indicated below. Name: Craig R. Barrett Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal President and Chief Executive Officer Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: John Browne Business BP Amoco p.l.c., Britannic House, 1 Finsbury Address: Circus, London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal BP Amoco p.l.c., an integrated oil company. business and Britannic House, 1 Finsbury Circus address of London EC2M 7BA corporation or other organization in which employment is conducted: Citizenship: British CUSIP No. 698493103 Schedule 13D/A Page 9 of 12 Pages Name: Winston H. Chen Business Paramitas Foundation, 3945 Freedom Circle, Address: Suite 760, Santa Clara, CA 95054 Principal Chairman Occupation: Name, principal Paramitas Foundation, a charitable foundation. business and 3945 Freedom Circle, Suite 760 address of Santa Clara, CA 95054 corporation or other organization in which employment is conducted: Name: Andrew S. Grove Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Chairman of the Board of Directors Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: D. James Guzy Business The Arbor Company, 1340 Arbor Road, Menlo Address: Park, CA 94025 Principal Chairman Occupation: Name, principal The Arbor Company, a limited partnership business and engaged in the electronics and computer address of industry. corporation or 1340 Arbor Road other Menlo Park, CA 94025 organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 10 of 12 Pages Name: Reed E. Hundt Business Charles Ross Partners LLC, 1909 K Street NW, Address: Suite 820, Washington, DC 20006 Principal Principal Partner Occupation: Name, principal Charles Ross Partners LLC, a law firm. business and 1909 K Street NW, Suite 820 address of Washington, DC 20006 corporation or other organization in which employment is conducted: Name: David S. Pottruck Business The Charles Schwab Corporation, 101 Montgomery Address: Street, San Francisco, CA 94104 Principal President and Co-Chief Executive Officer Occupation: Name, principal The Charles Schwab Corporation, a financial business and services provider address of 101 Montgomery Street corporation or San Francisco, CA 94104 other organization in which employment is conducted: Name: Jane E. Shaw Business AeroGen, Inc., 1310 Orleans Drive, Sunnyvale, Address: CA 94089 Principal Chairman and Chief Executive Officer Occupation: Name, principal AeroGen, Inc., a pulmonary drug delivery business and company address of 1310 Orleans Drive corporation or Sunnyvale, CA 94089 other organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 11 of 12 Pages Name: Leslie L. Vadasz Business Intel Corporation, 2200 Mission College Address: Boulevard, Santa Clara, CA 95052 Principal Executive Vice President; President, Intel Occupation: Capital Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of 2200 Mission College Boulevard corporation or Santa Clara, CA 95052 other organization in which employment is conducted: Name: David B. Yoffie Business Harvard Business School, Morgan Hall 215, Address: Soldiers Field Park Road, Boston, MA 02163 Principal Max and Doris Starr Professor of International Occupation: Business Administration Name, principal Harvard Business School, an educational business and institution. address of Morgan Hall 215,Soldiers Field Park Road corporation or Boston, MA 02163 other organization in which employment is conducted: Name: Charles E. Young Business University of Florida, 226 Tigert Hall, P.O. Address: Box 113150, Gainesville, FL 32610 Principal President of the University of Florida Occupation: Name, principal University of Florida business and 226 Tigert Hall address of P.O. Box 113150 corporation or Gainesville, FL 32610 other organization in which employment is conducted: CUSIP No. 698493103 Schedule 13D/A Page 12 of 12 Pages EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, California 95052- 8119, which address is Intel Corporation's business address. Name: Andy D. Bryant Title: Executive Vice President; Chief Financial and Enterprise Services Officer Name: Sean M. Maloney Title: Executive Vice President; General Manager, Intel Communications Group Citizens British hip: Name: Paul S. Otellini Title: Executive Vice President; General Manager, Intel Architecture Business Group Name: Michael R. Splinter Title: Executive Vice President; General Manager, Sales and Marketing Group Name: F. Thomas Dunlap, Jr. Title: Senior Vice President; General Counsel and Secretary Name: Ronald J. Smith Title: Senior Vice President; General Manager, Wireless Communications and Computing Group Name: Robert J. Baker Title: Vice President; General Manager, Technology and Manufacturing Group Name: Arvind Sodhani Title: Vice President, Treasurer EX-4 3 a2056046zex-4.txt EXHIBIT 4 EXHIBIT 4 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT, dated as of August 1, 2001, between Intel Corporation, a Delaware corporation ("Seller") and Special Situations Fund ("Purchaser"). 1. Sale of Stock. Subject to the terms and conditions contained herein, on the Closing Date (as defined below), Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller 328,212 shares (the "Common Shares") of Common Stock of Panja, Inc., a Texas corporation (the "Company"), at a price equal to three dollars ($3.00) per share (the "Purchase Price"). 2. Closing. Closing of the sale and purchase under Section 1 of this Agreement (the "Closing") shall take place on August 1, 2001 at 12:00 p.m. New York time, or such other date and time as Purchaser and Seller may mutually agree (the "Closing Date"). Prior to Closing, Purchaser and Seller shall deliver the representation letters attached hereto as Exhibit A and Exhibit B to the transfer agent for the Common Shares and the Company. At Closing (a) Seller shall cause to be delivered to Purchaser a certificate or certificates for the Common Shares, or shall deliver appropriate instructions for book entry transfer, and (b) Purchaser shall make payment of the Purchase Price for the Common Shares in U.S. dollars by wiring said Purchase Price to Seller, pursuant to Seller's wire instructions. Delivery of the Common Shares, whether via certificated shares or book entry transfer, shall be made in accordance with the instructions of the Purchaser and in such name(s) or affixed with such stock powers as the Purchaser shall instruct, subject to customary settlement procedures. 3. Representations and Covenants of Seller. Seller represents, warrants and agrees that: a) Seller has full right, power and authority to enter into and perform its obligations under this Agreement and to transfer the Common Shares in accordance with the terms of this Agreement and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles. b) Seller is the lawful record owner of the Common Shares and is not a party to any shareholder agreement, voting trust or similar arrangement which restricts the sale, transfer or voting of the Common Shares. On the Closing Date, at the time of delivery of the Common Shares to Purchaser, Seller will have and will transfer to Purchaser good and marketable title to the Common Shares, free and clear of all liens, claims, charges and other encumbrances. c) Seller's execution, delivery and performance of the Agreement do not violate or conflict with any law applicable to it, any agreement or instrument to which it is a party, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction binding on or affecting it or any of its assets. d) Seller acquired the Common Shares directly from the Company on December 14, 1999 (the "Acquisition Date") in a transaction not involving any public offering, and the Common Shares are "restricted securities" within the meaning of Rule 144 under the Securities Act. The full purchase price or other consideration (which did not include any promissory note or other obligation of the Seller) payable by the Seller to the Company for the Common Shares was paid and delivered to the Company on the Acquisition Date, and the holding period for the Common Shares for purposes of paragraph (d) of Rule 144 began on the Acquisition Date.. e) Seller is not an "affiliate" of the Company, as such term is defined within the meaning of the Securities Act and Rule 144 thereunder. f) Seller has not offered the Common Shares for sale to, or solicited offers to buy from, any individual or entity other than a limited number of potential investors, including Purchaser. 4. Representations and Covenants of Purchaser. Purchaser represents, warrants and agrees that: a) Purchaser has full right, power and authority to enter into and perform its obligations under this Agreement and to purchase the Common Shares from Seller on the terms described herein, and this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by general equitable principles. b) Purchaser is acquiring the Common Shares to be acquired by it hereunder for its own account and not with a view to the distribution or resale of the Common Shares except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act of 1933, as amended (the "Securities Act"). c) Purchaser is an "accredited investor" (as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act. In the normal course of business, Purchaser invests in or purchases securities similar to the Common Shares, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Shares and Purchaser is able to bear the economic risks of an investment in the Common Shares. d) Purchaser is not an "affiliate" of the Company, as such term is defined within the meaning of the Securities Act and Rule 144 thereunder. e) Purchaser has received all the information it considers necessary or appropriate for deciding whether to acquire the Common Shares and has had an opportunity to secure all such information as it deems necessary regarding the business, properties, prospects and financial condition of the Company. f) Purchaser has the funds necessary to consummate the purchase of the Common Shares pursuant to this Agreement. g) Purchaser understands and acknowledges that the offer and sale of the Common Shares is not being registered under the Securities Act and that the Common Shares constitute "restricted securities" (as defined under Rule 144) and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of, unless either registered pursuant to, or in a transaction exempt from, the Securities Act or other applicable securities law. Purchaser further understands and acknowledges that until Company is reasonably satisfied in accordance with industry practice that such legend is not required, a legend similar to the following may appear on the certificates representing the Common Shares: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE RE-OFFERED AND SOLD ONLY IF SO REGISTERED OR IF ANY EXEMPTION FROM REGISTRATION IS AVAILABLE." h) Purchaser understands that the Common Shares are being offered and sold by Seller in reliance on exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the applicability of such exemptions. 5. Law Governing. This Agreement shall be governed by and constructed in accordance with the laws of the State of New York without reference to choice of law doctrine. 6. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement and the rights and obligations hereunder shall not be assignable without written consent of the non-assigning party. 7. Severability. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 8. Counterparts. This Agreement may be executed concurrently in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delivery of an originally executed document. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. 9. Headings. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all the previous agreements, promises or representations, whether written or oral, between the parties. 10. Fees and Expenses. Each of the Purchaser and Seller agrees to pay its own expenses, including the fees and expenses of its respective counsel (if any) incurred by it in connection with the sale and delivery of the Common Shares and the execution, delivery and performance of this Agreement. 11. Amendment and Waiver. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this Section shall be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived. 12. Entire Understanding. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. 13. Termination. This Agreement may be terminated (i) by written agreement of the parties, (ii) by Seller in the event of a breach in any material respect of any representation, warranty or agreement of Purchaser, or (iii) by Purchaser in the event of a breach in any material respect of any representation, warranty or agreement of Seller. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SELLER: INTEL CORPORATION By: /s/Eddie Lee Name: Eddie Lee Title: Assistant Treasurer PURCHASER: SPECIAL SITUATIONS FUND By: /s/Austin Marks Name: Austin Marks Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----