Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - CYPRESS SEMICONDUCTOR CORP /DE/ | d937430dex992.htm |
| EX-99.1 - EX-99.1 - CYPRESS SEMICONDUCTOR CORP /DE/ | d937430dex991.htm |
| 8-K - FORM 8-K - CYPRESS SEMICONDUCTOR CORP /DE/ | d937430d8k.htm |
Exhibit 99.3
[ ], 2015
Integrated Silicon Solution, Inc.
1623 Buckeye Drive
Milpitas, CA 95035
| Re: | Merger Agreement |
Gentlemen,
In connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of [ ], 2015, by and between Cypress Semiconductor Corporation (“Cypress), [CY Merger Sub] and Integrated Silicon Solution, Inc. (“ISSI”), Cypress agrees that in order to avoid potential impediments to regulatory approval by the FTC, DOJ or any other Governmental Authority, Cypress will agree:
| (i) | within two (2) years after the consummation of the Merger, to provide a non-exclusive, royalty-free license or licenses (the “License”) of ISSI Intellectual Property covering currently existing ISSI SRAM to any entity or entities identified by a current SRAM customer or distributor of ISSI (“Customer”) as a potential replacement (“Supplier”); |
| (ii) | that any such License may last up to a period of three (3) years, but not longer; |
| (iii) | to assign at a Customer’s request to a Supplier any existing ISSI contract with such Customer covering SRAM products; |
| (iv) | to waive / release contractual non-compete and related provisions or employment contracts of ISSI employees / personnel in ISSI’s SRAM business so that they are free to be employed by or otherwise assist a Supplier; and |
| (v) | to such other provisions as a reviewing Governmental Authority may reasonably request. |
Any capitalized terms (other than technical terms) not otherwise defined in this letter shall have the meanings ascribed to such terms as set forth in the Merger Agreement.
| Sincerely yours, |
| [ ], |
| [ ] |