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Foundry Agreement
Foundry Agreement (64K)
Doc #143915: Click preview link for longer preview.
FOUNDRY AGREEMENT
MODIFIED EXCLUSIVELY FOR CONEXANT SYSTEMS, INC.
CONFIDENTIAL
This Foundry Agreement (the "Agreement") is entered into this 27th day of July,
2000 (the "Effective Date") by and between Conexant Systems, Inc. on behalf of
its Affiliates (as that term is defined below), a corporation having its
principal place of business at 4311 Jamboree Road, Newport Beach, CA 92660-3095
("Conexant") and UMC Group (USA), a California corporation having its principal
place of business at 488 DeGuigne Drive, Sunnyvale, California, 94086 ("UMC"),
for provision of foundry services to be performed by United Microelectronics
Corporation, a Republic Of China ("ROC") corporation ("Manufacturer"). This
Agreement applies to all purchase orders furnished by Conexant to UMC on or
after March 20, 2000. This Agreement shall, with respect to all terms and
conditions governing said purchase orders, supersede UMC's Wafer Foundry
Standard Terms and Conditions as modified for Conexant pursuant to the Side
Letter attached as Exhibit D to the Capacity Reservation and Deposit Agreement
entered between the parties on March 20, 2000 (the "Capacity Agreement"),
however, the Capacity Agreement shall remain in full force and effect. Any
inconsistency between this Agreement and the Capacity Agreement shall be
resolved in favor of this Agreement.
RECITALS
A. WHEREAS, UMC is in the business of furnishing integrated circuit
manufacturing services performed by Manufacturer, which shall perform, at UMC's
request, the manufacturing services contracted for with UMC hereunder;
B. WHEREAS, Conexant desires to have UMC furnish integrated circuit
manufacturing services for it;
NOW, THEREFORE, in consideration of the following covenants and conditions the
parties agree:
1 DEFINITIONS
1.1 As to Conexant, an "Affiliate" shall mean an entity controlling,
controlled by, or under common control of Conexant, subject to
request by Conexant, and provided that such entity shall be
considered an Affiliate only for the time during which such control
exists, and in any event subject to the written agreement between the
parties as to the terms under which each proposed affiliate shall be
added to the coverage of this Agreement. While UMC may not
unreasonably withhold consent to a Conexant request to add an entity
as an Affiliate, UMC may require that the Affiliate be added in such
a manner as will ensure clarity with respect to (1) any then-existing
foundry or other agreements between the proposed affiliate and UMC;
(2) any then-outstanding forecasts, purchase orders, or capacity
commitments to or from the proposed affiliate; and (3) responsibility
for payment for any then-pending orders or invoices affecting the
proposed affiliate. For purposes of this definition "control" shall
mean ownership or control, either directly or indirectly, of greater
than 50% of the voting rights of such entity.
143915
|
Conexant
As referenced in this Foundry Agreement:
CONEXANT SYSTEMS, INC. – 10-k-6
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
FOUNDRY AGREEMENT
MODIFIED EXCLUSIVELY FOR CONEXANT SYSTEMS, INC.
CONFIDENTIAL
This Foundry Agreement (the "Agreement") is entered into this 27th day of July,
2000 (the "Effective Date") by and between Conexant Systems, Inc. on behalf of
its Affiliates (
_____________
Conexant Systems, Inc. – 2
FOUNDRY AGREEMENT
MODIFIED EXCLUSIVELY FOR CONEXANT SYSTEMS, INC.
CONFIDENTIAL
This Foundry Agreement (the "Agreement") is entered into this 27th day of July,
2000 (the "Effective Date") by and between Conexant Systems, Inc. on behalf of
its Affiliates (as that term is defined below), a corporation having its
principal place of business at 4311 Jamboree Road, Newport Beach, CA 92660-3095
("Conexant")
_____________
Conexant Systems, Inc. – to
Emery Worldwide or such other carrier as is identified by Buyer to
the following address whenever practicable, or to such other address
as is supplied in writing by Conexant:
Conexant Systems, Inc. -NPB
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660
Attn: QA Receiving
Packing Slip/Invoice Instructions. To ensure prompt payment, the
Packing Slip and Invoice must contain
_____________
Conexant Systems, Inc. – such other carrier as is identified by Buyer to
the following address whenever practicable, or to such other address
as is supplied in writing by Conexant:
Conexant Systems, Inc.-NPB
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660
Attn: QA Receiving
Packing Slip/Invoice Instructions. To ensure prompt payment, the
Packing Slip and Invoice must contain the following information:
Purchase
_____________
Conexant Systems, Inc. – Packing Slip and Invoice must contain the following information:
Purchase Order Number
Line Number Reference
Conexant Product Description
Conexant Lot Number
Quantity Shipped
Billing Information. Invoices shall be sent to:
Conexant Systems, Inc.
4311 Jamboree Road, PO Box C
Newport Beach, CA 92658-8902
Attn: Accounts Payable
Phone: (949) 483-4437
Fax: (949) 483-4870
3.4.2 Packing Instructions are set
_____________
dt 1458833
;
Conexant
As referenced in this Foundry Agreement:
CONEXANT SYSTEMS, INC. – 10-k-6
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
FOUNDRY AGREEMENT
MODIFIED EXCLUSIVELY FOR CONEXANT SYSTEMS, INC.
CONFIDENTIAL
This Foundry Agreement (the "Agreement") is entered into this 27th day of July,
2000 (the "Effective Date") by and between Conexant Systems, Inc. on behalf of
its Affiliates (
_____________
Conexant Systems, Inc. – 2
FOUNDRY AGREEMENT
MODIFIED EXCLUSIVELY FOR CONEXANT SYSTEMS, INC.
CONFIDENTIAL
This Foundry Agreement (the "Agreement") is entered into this 27th day of July,
2000 (the "Effective Date") by and between Conexant Systems, Inc. on behalf of
its Affiliates (as that term is defined below), a corporation having its
principal place of business at 4311 Jamboree Road, Newport Beach, CA 92660-3095
("Conexant")
_____________
Conexant Systems, Inc. – to
Emery Worldwide or such other carrier as is identified by Buyer to
the following address whenever practicable, or to such other address
as is supplied in writing by Conexant:
Conexant Systems, Inc. -NPB
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660
Attn: QA Receiving
Packing Slip/Invoice Instructions. To ensure prompt payment, the
Packing Slip and Invoice must contain
_____________
Conexant Systems, Inc. – such other carrier as is identified by Buyer to
the following address whenever practicable, or to such other address
as is supplied in writing by Conexant:
Conexant Systems, Inc.-NPB
Conexant Systems, Inc.
4311 Jamboree Road
Newport Beach, CA 92660
Attn: QA Receiving
Packing Slip/Invoice Instructions. To ensure prompt payment, the
Packing Slip and Invoice must contain the following information:
Purchase
_____________
Conexant Systems, Inc. – Packing Slip and Invoice must contain the following information:
Purchase Order Number
Line Number Reference
Conexant Product Description
Conexant Lot Number
Quantity Shipped
Billing Information. Invoices shall be sent to:
Conexant Systems, Inc.
4311 Jamboree Road, PO Box C
Newport Beach, CA 92658-8902
Attn: Accounts Payable
Phone: (949) 483-4437
Fax: (949) 483-4870
3.4.2 Packing Instructions are set
_____________
dt 1458908
;
| UMC Group (USA);
United Microelectronics Corporation
|
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| 2001 |
Semiconductor Manufacturing Foundry Agreement
Semiconductor Manufacturing Foundry Agreement (62K)
Doc #143948: Click preview link for longer preview.
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 24th day of October, 2000 by and
between Xicor, Inc., a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Standard MEMS, Inc., a
corporation organized under the laws of Delaware ("Foundry") and having its
principal office at 3 New England Executive Park, Burlington, MA, 01803 and as
of the Effective Date (as defined below) will operate a semiconductor
fabrication facility located at 851 Buckeye Court, Milpitas, California
(hereinafter called "Facility").
WHEREAS XICOR, designs and markets integrated circuit products, and desires to
obtain an additional manufacturing source for certain of its products, and
WHEREAS FOUNDRY, manufactures integrated circuits at Facility and other
facilities and possesses wafer fabrication facilities suitable for manufacturing
the Xicor products, and
WHEREAS XICOR, desires to entrust Foundry with the manufacture of certain
integrated circuit products; and
WHEREAS FOUNDRY, desires to manufacture and supply these products to Xicor and
is willing to undertake to manufacture and to deliver such product to Xicor, and
WHEREAS XICOR, commits to purchase a minimum quantity of these products from
Foundry,
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
herein contained, the parties hereto agree as follows:
1.0 DEFINITIONS:
1.1 "Wafer[s]" shall mean 150 mm epitaxial silicon wafers carrying dice
designed by Xicor and built by Foundry according to Xicor's C3 and C5
process flows, or a generally similar process flow, through pad mask and
parametric test that meet the Specifications as per Appendices C and D.
1.2 "Device[s]" shall mean individual die of Xicor designed integrated
circuits in Wafer form.
143948
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Xicor
As referenced in this Semiconductor Manufacturing Foundry Agreement:
Xicor, Inc. – AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 24th day of October, 2000 by and
between Xicor, Inc. , a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Standard
_____________
Xicor, Inc. – given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.
If to Xicor: If to Foundry:
Xicor, Inc. Standard MEMS, Inc.
1511 Buckeye Drive 3 New England Executive Park
Milpitas, CA 95035, USA Burlington, MA 01803
Attn: Director of Contracts Attn: Nicholas E. Ortyl III
cc: Chief
_____________
XICOR, INC. – caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.
XICOR, INC. STANDARD MEMS, INC.
By: /s/ Bruce Gray By: /s/ Nicholas E. Ortyl III
--------------------------------- ------------------------------------
Name: Bruce Gray Name: Nicholas E. Ortyl III
Title: Acting President Title: President and Chief
Executive
_____________
dt 1466189
;
Xicor
As referenced in this Semiconductor Manufacturing Foundry Agreement:
Xicor, Inc. – AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 24th day of October, 2000 by and
between Xicor, Inc. , a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Standard
_____________
Xicor, Inc. – given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.
If to Xicor: If to Foundry:
Xicor, Inc. Standard MEMS, Inc.
1511 Buckeye Drive 3 New England Executive Park
Milpitas, CA 95035, USA Burlington, MA 01803
Attn: Director of Contracts Attn: Nicholas E. Ortyl III
cc: Chief
_____________
XICOR, INC. – caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.
XICOR, INC. STANDARD MEMS, INC.
By: /s/ Bruce Gray By: /s/ Nicholas E. Ortyl III
--------------------------------- ------------------------------------
Name: Bruce Gray Name: Nicholas E. Ortyl III
Title: Acting President Title: President and Chief
Executive
_____________
dt 1466194
;
| Standard MEMS, Inc.
|
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| 2001 |
Foundry Agreement for Share Holders
Foundry Agreement for Share Holders (99K)
Doc #143949: Click preview link for longer preview.
FOUNDRY AGREEMENT FOR SHARE HOLDERS
This Foundry Agreement (this "Agreement") is made and entered into as
of December 11, 2000 by and between QuickLogic Corporation, a Delaware, USA
corporation having its principal place of business at 1277 Orleans Drive,
Sunnyvale, CA 94089, USA ("CUSTOMER") and TOWER SEMICONDUCTOR LTD. an Israel
Corporation having its principal place of business at Ramat Gavriel Industrial
Zone, P.O. Box 619, Migdal Haemek 23105 ISRAEL ("TOWER").
WITNESSETH:
WHEREAS, CUSTOMER is a fabless semiconductor manufacturer and desires
to contract with a semiconductor manufacturer with the capability to supply
CUSTOMER with certain CUSTOMER designed products in wafer form in accordance
with CUSTOMER's design and product specifications;
WHEREAS, Tower is a manufacturer that sells silicon wafers containing
client designed integrated circuits to these clients, provides other
manufacturing and relating design and turn-key services, as well as
manufacturing process adaptation and customization to such clients; and
WHEREAS, TOWER plans to develop the capability of manufacturing certain
CUSTOMER designed products in sorted wafer form in the new Fab 2 it plans to
construct or such other locations agreed upon in writing by both parties, and
desires to manufacture and test such products for CUSTOMER in accordance with
CUSTOMER's design and product specifications;
WHEREAS, CUSTOMER desires to buy certain Products in Wafer form, or as
otherwise agreed to between the parties, from TOWER, and Customer is willing to
enter the Share Purchase Agreement between TOWER and CUSTOMER, dated December
11, 2000 in consideration
* An asterisk indicates confidential material has been omitted from this
document filed separately with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
{PAGE}
for TOWER's selling same to CUSTOMER pursuant to the terms and conditions set
forth below, including TOWER's obligations regarding Base Capacity and pricing
as defined herein;
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, the parties hereto agree as follows:
1.0 DEFINITIONS
As used in this Agreement, the following terms shall have the following
respective meanings:
1.1 FAB 2 shall mean the new eight inch semiconductor manufacturing
facility contemplated in the Share Purchase Agreement, as defined in
Section 1.11.
1.2 MANUFACTURING PROCESS shall mean TOWER's 0.18 micron or smaller
geometries semiconductor manufacturing process and method to the
extent such process and method is required to be used in the
manufacture of Products for CUSTOMER under this Agreement.
1.3 MARKET PRICE for Wafers or sorted die (whichever is applicable) shall
mean the average foundry price for similar (feature size, number of
layers, size, technology, etc.) wafers or sorted die (whichever is
applicable) in other foundries.
1.4 NOTICE OF QUALIFICATION shall mean the receipt by TOWER of written
notice sent by CUSTOMER, followed by written acknowledgment and
concurrence by TOWER in which CUSTOMER states that TOWER has
satisfied the final qualification criteria set forth in Appendix I
hereto. Neither CUSTOMER nor TOWER shall withhold such Notice or
written acknowledgment for reasons not pertaining to product quality,
reliability or matters set forth in the qualification criteria.
Appendix I criteria shall be developed by the parties and added to
this Agreement as soon as practical following the execution hereof,
but prior to the start of production activities.
1.5 PRE-PRODUCTION WAFERS shall mean Wafers that are produced by TOWER
hereunder prior to the issuance by CUSTOMER of a Notice of
Qualification therefore and which may conform only to the electrical
parameters to be provided by CUSTOMER.
1.6 PRODUCTION WAFERS shall mean Wafers in sorted wafer form that are
manufactured in
143949
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QuickLogic
As referenced in this Foundry Agreement for Share Holders:
QuickLogic Corp. – separately with the Securities and Exchange Commission pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
-25-
{PAGE}
transmission.
Notices shall be given:
To CUSTOMER:
QuickLogic Corp.
1277 Orleans Drive
Sunnyvale, CA 94089
USA
Attention: President
Tel: 408-990-4000
Fax: 408-990-4040
To TOWER:
TOWER SEMICONDUCTOR LTD.
Ramat Gavriel Industrial Zone
P.O. Box
_____________
dt 1475050
;
Tower Semiconductor Ltd.;
| QuickLogic Corporation
|
| Preview
Full Doc
| 2000 |
Wafer Foundry Agreement
Wafer Foundry Agreement (36K)
Doc #143952: Click preview link for longer preview.
WAFER FOUNDRY AGREEMENT
-----------------------
This Agreement is made on this 29th day of June, 2000 ("Effective Date") by
and between POWER INTEGRATIONS, INC., a corporation duly organized and existing
under the laws of the State of Delaware, U.S.A., having its principal place of
business at 477 North Mathilda Avenue, Sunnyvale, California 94086 ("PI"), and
MATSUSHITA ELECTRONICS CORPORATION, a corporation duly organized under the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Semiconductor Marketing & Sales Office for
Overseas having its principal place of business at Twin 21 National Tower, 1-61
Shiromi 2 Chome, Chuo-ku, Osaka 540-0001 Japan ("MEI"), (MEC and MEI shall be
hereby regarded as single party when indicated as "MEC/MEI").
RECITALS
--------
A. PI is the owner and developer of certain integrated circuit process
technologies required to manufacture high voltage integrated circuits.
B. PI has no wafer fabrication facility and desires to obtain a cost
competitive foundry to manufacture wafers for PI, in order to provide a source
for the wafers PI requires, and to assure a long term supply of wafers.
C. MEC/MEI has wafer fabrication facilities in Japan and desires full
utilization and efficient operation of its wafer fabrication facilities.
D. MEC/MEI and PI have established a fruitful business relationship.
E. MEC and PI intend to enter into a Technology License Agreement (the
"License Agreement") at the same time that they enter into this Agreement.
AGREEMENT
PI and MEC/MEI, intending to be legally bound, hereby agree as follows:
{PAGE}
ARTICLE I
---------
DEFINITIONS
-----------
For the purpose of this Agreement, all capitalized terms not otherwise
defined in this Agreement, including its exhibits, shall have the meanings set
forth in the License Agreement, and the following terms have the following
meanings:
1.1 "Fab" means any of the existing or future wafer fabrication facilities
in Japan or the United States of any company in the Matsushita Group.
1.2 "Wafer(s)" means wafer(s) for Products which MEC fabricates under this
Agreement for sale to PI through MEI.
1.3 "Prior Wafer Foundry Agreement" means the Wafer Foundry Agreement
entered into among MEC, MEI and PI as of June 29, 1990, as amended June 29,
1995.
ARTICLE II
----------
MEC DEVELOPMENT ASSISTANCE AND WAFER FOUNDRY SERVICE
----------------------------------------------------
2.1 Information Transfer. Information relating to the Baseline Process,
--------------------
Products and Updates, if any, shall continue to be transferred, pursuant to the
provisions of Article II of the License Agreement, from PI to MEC/MEI and from
MEC/MEI to PI for purposes of prototype development fabrication and production
fabrication by MEC/MEI at the Fab pursuant to the terms of this Article II.
2.2 5-Inch Wafer Manufacturing.
--------------------------
For PI Products that will be second sourced by MEC, the mask set and
sample wafer costs will be shared equally between MEC and PI.
2.3 Updates of Baseline Process.
---------------------------
(a) MEC/MEI shall use its best efforts to bring-up Updates of Baseline
Process, if any, at the Fab at which PI Products then are made in order to
supply PI with prototype Wafers and production Wafers as contemplated by this
Agreement.
(b) The parties agree that each party shall pay all of its own
expenses incurred in order to perform its obligations under Section 2.3(a).
(c) During the term of this Agreement, the allocation of the costs and
expenses incurred by MEC, after consultation with PI and if requested by PI, for
(i) improvement of the existing manufacturing processes for PI Products; or (ii)
establishment of a new manufacturing process, and/or (iii) transfer of
manufacturing process from one Fab to another Fab, whichever is necessary to
diligently comply with this Agreement shall be negotiated in good faith between
the parties hereto.
143952
|
Matsushita
As referenced in this Wafer Foundry Agreement:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Semiconductor Marketing & Sales Office for
Overseas having its principal place
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
{PAGE}
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Semiconductor Marketing & Sales Office for Overseas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540-0111 JAPAN
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: /s/ By: /s/
Name:______________________ Name:__________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/
Name:__________________________________
{PAGE}
EXHIBIT A
WAFER PRICING AND CAPACITY
5" WAFERS
{TABLE}
{CAPTION}
{S} {C} {C} {C} {C} {C}
_____________
dt 89893
;
Matsushita
As referenced in this Wafer Foundry Agreement:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Semiconductor Marketing & Sales Office for
Overseas having its principal place
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
{PAGE}
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Semiconductor Marketing & Sales Office for Overseas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540-0111 JAPAN
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: /s/ By: /s/
Name:______________________ Name:__________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/
Name:__________________________________
{PAGE}
EXHIBIT A
WAFER PRICING AND CAPACITY
5" WAFERS
{TABLE}
{CAPTION}
{S} {C} {C} {C} {C} {C}
_____________
dt 89893
;
Matsushita
As referenced in this Wafer Foundry Agreement:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Semiconductor Marketing & Sales Office for
Overseas having its principal place
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
{PAGE}
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Semiconductor Marketing & Sales Office for Overseas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540-0111 JAPAN
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: /s/ By: /s/
Name:______________________ Name:__________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/
Name:__________________________________
{PAGE}
EXHIBIT A
WAFER PRICING AND CAPACITY
5" WAFERS
{TABLE}
{CAPTION}
{S} {C} {C} {C} {C} {C}
_____________
dt 89893
;
|
Power
As referenced in this Wafer Foundry Agreement:
POWER INTEGRATIONS, INC. – PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
WAFER FOUNDRY AGREEMENT
-----------------------
This Agreement is made on this 29th day of June, 2000 ("Effective Date") by
and between POWER INTEGRATIONS, INC. , a corporation duly organized and existing
under the laws of the State of Delaware, U.S.A., having its principal place of
business at 477 North Mathilda Avenue, Sunnyvale,
_____________
POWER INTEGRATIONS, INC. – by registered or
certified mail the date of the return receipt, shall be deemed to be the date of
such notice, irrespective of the date appearing therein.
If to PI: POWER INTEGRATIONS, INC.
477 N. Mathilda Ave.
Sunnyvale, California 94086
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
{PAGE}
If to
_____________
POWER INTEGRATIONS, INC. – WITNESS WHEREOF, PI, MEC and MEI have caused this Agreement to be
executed in their names by the duly authorized officers or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: /s/ By: /s/
Name:______________________ Name:__________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/
Name:__________________________________
{PAGE}
EXHIBIT A
WAFER PRICING AND CAPACITY
5" WAFERS
{
_____________
dt 1322231
;
Power
As referenced in this Wafer Foundry Agreement:
POWER INTEGRATIONS, INC. – PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
WAFER FOUNDRY AGREEMENT
-----------------------
This Agreement is made on this 29th day of June, 2000 ("Effective Date") by
and between POWER INTEGRATIONS, INC. , a corporation duly organized and existing
under the laws of the State of Delaware, U.S.A., having its principal place of
business at 477 North Mathilda Avenue, Sunnyvale,
_____________
POWER INTEGRATIONS, INC. – by registered or
certified mail the date of the return receipt, shall be deemed to be the date of
such notice, irrespective of the date appearing therein.
If to PI: POWER INTEGRATIONS, INC.
477 N. Mathilda Ave.
Sunnyvale, California 94086
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
{PAGE}
If to
_____________
POWER INTEGRATIONS, INC. – WITNESS WHEREOF, PI, MEC and MEI have caused this Agreement to be
executed in their names by the duly authorized officers or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: /s/ By: /s/
Name:______________________ Name:__________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/
Name:__________________________________
{PAGE}
EXHIBIT A
WAFER PRICING AND CAPACITY
5" WAFERS
{
_____________
dt 1322238
;
Matsushita Electronics Corporation
|
| Preview
Full Doc
| 1999 |
Semiconductor Manufacturing Foundry Agreement
Semiconductor Manufacturing Foundry Agreement (57K)
Doc #143957: Click preview link for longer preview.
XICOR - YAMAHA
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 6th day of February 1997 by and
between Xicor, Inc., a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Yamaha Corporation, a corporation
established and existing under the laws of Japan and having its principal office
at 203 Matsunokijima, Toyooka-mura Iwata-gun, Shizuoka-ken, Japan Japan
(hereinafter called "Yamaha").
WHEREAS XICOR, designs and markets integrated circuit products, and desires to
obtain an additional manufacturing source for certain of its products, and
WHEREAS YAMAHA, manufactures integrated circuits designed and marketed by other
parties and possesses wafer fabrication facilities suitable for manufacturing
the Xicor products, and
WHEREAS XICOR, desires to entrust Yamaha with the manufacture of certain
integrated circuit products; and
WHEREAS YAMAHA, desires to manufacture and supply these products to Xicor and is
willing to undertake to manufacture such products with technical assistance and
cooperation from Xicor, and to deliver such Product to Xicor.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
herein contained, the parties hereto agree as follows:
1.0 DEFINITIONS:
1.1 "Wafer[s]" shall mean 150 mm epitaxial silicon wafers carrying dice
designed by Xicor and built by Yamaha according to Xicor's C5 process
flow, or a generally similar process flow, through pad mask and
parametric test that meet the Specifications as per Appendix C.
1.2 "Device[s]" shall mean individual die of Xicor designed integrated
circuits in Wafer form.
1.3 "Specifications" shall mean the parametric, electrical, reliability,
quality, yield and endurance specifications for each Wafer and Device
type as set forth in Appendix C.
1.4 "Good Device[s]" shall mean individual Devices that meet the
Specifications.
143957
|
Xicor
As referenced in this Semiconductor Manufacturing Foundry Agreement:
Xicor, Inc. – Commission pursuant to a
request for confidential treatment.
- ----------------------------------------
XICOR - YAMAHA
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 6th day of February 1997 by and
between Xicor, Inc. , a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Yamaha
_____________
Xicor, Inc. – given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.
If to Xicor: If to Yamaha:
Xicor, Inc. Yamaha Corporation Semiconductor Division
1511 Buckeye Drive 203 Matsunokijima, Toyooka-mura Iwata-gun,
Milpitas, CA 95035, USA Shizuoka-ken, 438-01, Japan
Attn: Director of Contracts Attn: General Manager
_____________
XICOR, INC. – caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.
XICOR, INC. YAMAHA CORPORATION
BY: /s/ Raphael Klein BY: /s/ K. Ishimura
---------------------------- ---------------------------------
TITLE: President TITLE: Senior Managing Director
---------------------------- ---------------------------------
DATE: February 6, 1997 DATE: February 5, 1997
---------------------------- ---------------------------------
16
{PAGE} 17
CONFIDENTIAL TREATMENT
_____________
dt 1466190
;
Xicor
As referenced in this Semiconductor Manufacturing Foundry Agreement:
Xicor, Inc. – Commission pursuant to a
request for confidential treatment.
- ----------------------------------------
XICOR - YAMAHA
SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT
This Agreement is made and entered into this 6th day of February 1997 by and
between Xicor, Inc. , a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Yamaha
_____________
Xicor, Inc. – given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.
If to Xicor: If to Yamaha:
Xicor, Inc. Yamaha Corporation Semiconductor Division
1511 Buckeye Drive 203 Matsunokijima, Toyooka-mura Iwata-gun,
Milpitas, CA 95035, USA Shizuoka-ken, 438-01, Japan
Attn: Director of Contracts Attn: General Manager
_____________
XICOR, INC. – caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.
XICOR, INC. YAMAHA CORPORATION
BY: /s/ Raphael Klein BY: /s/ K. Ishimura
---------------------------- ---------------------------------
TITLE: President TITLE: Senior Managing Director
---------------------------- ---------------------------------
DATE: February 6, 1997 DATE: February 5, 1997
---------------------------- ---------------------------------
16
{PAGE} 17
CONFIDENTIAL TREATMENT
_____________
dt 1466195
;
| Yamaha Corporation
|
| Preview
Full Doc
| 1998 |
Foundry Agreement
Foundry Agreement (69K)
Doc #143960: Click preview link for longer preview.
FOUNDRY AGREEMENT
THIS FOUNDRY AGREEMENT (this "Agreement"), dated as of November 1, 1997, (the
"Effective Date") is entered into by and among Amkor Technology, Inc. ("ATI") a
Delaware corporation with a place of business at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380, Amkor Electronics, Inc. a Pennsylvania corporation
("Amkor (Pa.)"), with a place of business at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380, C.I.L. Limited (Caymans) ("CIL"), a Cayman Islands
corporation with a place of business at CIBC Building, Edward Street, Grand
Cayman, Cayman Islands, Anam Industrial Co., Ltd. ("AICL") a Korean corporation
with a place of business at 280-8 Sungsu 2-ga, Sungdong-ku, Seoul 133-120, Korea
and Anam USA, Inc. ("Anam USA") a Pennsylvania corporation with a place of
business at 1345 Enterprise Drive, West Chester, Pennsylvania 19380 (each, a
"Party"; together, the "Parties").
W I T N E S S E T H:
WHEREAS, in connection with an initial public offering of the stock of
ATI (the "IPO"), Amkor (Pa.) will be merged into ATI;
WHEREAS, following the IPO, ATI will commence operations including
engaging in those operations previously engaged in by Amkor (Pa.);
WHEREAS, until the occurrence of the IPO, ATI will not assume the
responsibilities of Amkor (Pa.) under this Agreement;
WHEREAS, ATI is, or will become the parent corporation of, among other
legal entities, CIL;
WHEREAS, AICL, a publicly traded Korean company, is engaged in the
business, inter alia, of owning and operating a semiconductor foundry in Korea;
WHEREAS, Amkor (Pa.) and CIL are engaged in the business of providing
foundry services to third parties, which foundry services will be performed by
AICL;
WHEREAS, Anam USA is a wholly-owned subsidiary of AICL and is engaged
in (a) providing certain services to AICL, Amkor (Pa.) and CIL regarding the
obtaining and extending of credit to AICL, Amkor (Pa.) and CIL and (b) acting as
a trading company for the purpose of facilitating transactions between Amkor
(Pa.) and CIL, on the one hand, and AICL on the other;
{PAGE} 2
WHEREAS, the Parties wish to set forth the terms and conditions under
which AICL will manufacture semiconductor wafers and otherwise perform foundry
services as a subcontractor to Amkor (as defined below) and CIL;
WHEREAS, the Parties and their predecessor corporations have enjoyed a
well-established and synergistic business relationship whereby Amkor and CIL and
their respective affiliates have entered in numerous contracts with
semiconductor companies to provide semiconductor packaging and testing services
and have had some of such services performed by AICL;
WHEREAS, the Parties wish to establish a long-term arrangement among
them to provide Foundry Services (as such term is herein defined) to the
semiconductor industry in a manner similar to the manner the Parties operate
their packaging services operations;
WHEREAS, AICL and Amkor wish to coordinate their respective research
and development activities; and
WHEREAS, the Parties believe that such a long-term relationship, under
the terms and conditions set forth in this Agreement, is necessary to assure
their respective long-term profitability and growth, and is in their respective
best interest.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein, the Parties hereby agree as follows:
ARTICLE 1. CONSTRUCTION AND DEFINITIONS
SECTION 1.1. CONSTRUCTION. (a) All references in this Agreement to
"Articles," "Sections" and "Exhibits" refer to the articles, sections and
exhibits of this Agreement.
(b) The words "hereof," "herein" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
subdivision contained in this Agreement.
(c) The words "include" and "including" when used herein are
not exclusive and mean "include, without limitation" and "including, without
limitation," respectively.
SECTION 1.2. DEFINITIONS. As used herein:
(a) "Affiliate" of a Party means an entity that is controlled
by such Party or by an entity controlling such Party. For the purposes of the
foregoing, "control" means ownership, directly or indirectly, of at least 50% of
the voting stock of the controlled entity.
(b) "Amkor" means, prior to the IPO, Amkor (Pa.), and
following the IPO, ATI.
143960
|
Amkor
As referenced in this Foundry Agreement:
Amkor Technology, Inc. – FOUNDRY AGREEMENT
{TEXT}
{PAGE} 1
Exhibit 10.20
FOUNDRY AGREEMENT
THIS FOUNDRY AGREEMENT (this "Agreement"), dated as of November 1, 1997, (the
"Effective Date") is entered into by and among Amkor Technology, Inc. ("ATI") a
Delaware corporation with a place of business at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380, Amkor Electronics, Inc. a Pennsylvania corporation
("Amkor (Pa.)"), with a place of
_____________
AMKOR TECHNOLOGY, INC. – document.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized officers or representatives to be effective as
of the date first above written.
AMKOR TECHNOLOGY, INC. ANAM INDUSTRIAL CO., LTD.
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
AMKOR ELECTRONICS, INC. ANAM USA, INC.
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
C.I.L.
_____________
AMKOR TECHNOLOGY, INC. – 17.10. Severability.....................................................................-20-
Section 17.11. Notices..........................................................................-21-
Section 17.12. Titles and Subtitles.............................................................-21-
Section 17.13. Counterparts.....................................................................-21-
{/TABLE}
-iii-
{PAGE} 26
FOUNDRY AGREEMENT
by and among
AMKOR TECHNOLOGY, INC. ;
AMKOR ELECTRONICS, INC.;
C.I.L. LIMITED (CAYMANS);
ANAM INDUSTRIAL CO., LTD.;
and
ANAM USA
dated as of November 1, 1997
{/TEXT}
{/DOCUMENT}
_____________
dt 1465768
;
Amkor
As referenced in this Foundry Agreement:
Amkor Technology, Inc. – FOUNDRY AGREEMENT
{TEXT}
{PAGE} 1
Exhibit 10.20
FOUNDRY AGREEMENT
THIS FOUNDRY AGREEMENT (this "Agreement"), dated as of November 1, 1997, (the
"Effective Date") is entered into by and among Amkor Technology, Inc. ("ATI") a
Delaware corporation with a place of business at 1345 Enterprise Drive, West
Chester, Pennsylvania 19380, Amkor Electronics, Inc. a Pennsylvania corporation
("Amkor (Pa.)"), with a place of
_____________
AMKOR TECHNOLOGY, INC. – document.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized officers or representatives to be effective as
of the date first above written.
AMKOR TECHNOLOGY, INC. ANAM INDUSTRIAL CO., LTD.
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
AMKOR ELECTRONICS, INC. ANAM USA, INC.
By:___________________________________ By:___________________________________
Name: Name:
Title: Title:
C.I.L.
_____________
AMKOR TECHNOLOGY, INC. – 17.10. Severability.....................................................................-20-
Section 17.11. Notices..........................................................................-21-
Section 17.12. Titles and Subtitles.............................................................-21-
Section 17.13. Counterparts.....................................................................-21-
{/TABLE}
-iii-
{PAGE} 26
FOUNDRY AGREEMENT
by and among
AMKOR TECHNOLOGY, INC. ;
AMKOR ELECTRONICS, INC.;
C.I.L. LIMITED (CAYMANS);
ANAM INDUSTRIAL CO., LTD.;
and
ANAM USA
dated as of November 1, 1997
{/TEXT}
{/DOCUMENT}
_____________
dt 1484255
;
Amkor Electronics, Inc.;
| C.I.L. Limited;
Anam Industrial Co., Ltd.
|
| Preview
Full Doc
| 1997 |
Wafer Foundry Agreement [Amended]
Wafer Foundry Agreement [Amended] (40K)
Doc #143961: Click preview link for longer preview.
AMENDED WAFER FOUNDRY AGREEMENT
-------------------------------
This Agreement is made on this 29th day of June, 1995 by and among
POWER INTEGRATIONS, INC., a corporation duly organized and existing under the
laws of the State of California, U.S.A., having its principal place of business
at 411 Clyde Avenue, Mountain View, California 94043 ("PI"), and
MATSUSHITA ELECTRONICS CORPORATION, a corporation duly organized under the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Industrial Sales Office for Americas having its
principal place of business at Twin 21 National Tower, 1-61 Shiromi 2 Chome,
Chuo-ku, Osaka 540 Japan ("MEI"), (MEC and MEI shall be hereby regarded as
single party when indicated as "MEC/MEI").
RECITALS
--------
A. PI is the owner and developer of certain integrated circuit
process technologies required to manufacture high voltage integrated circuits.
B. PI has no wafer fabrication facility and desires to obtain a cost
competitive foundry to manufacture wafers for PI, in order to provide a source
for the wafers PI requires, and to assure a long term supply of wafers.
C. MEC/MEI has wafer fabrication facilities in Japan and the United
States and desires full utilization and efficient operation of its wafer
fabrication facilities.
D. Effective June 29, 1990, MEC and PI entered into a Technology
License Agreement (the "Prior License Agreement"), a Wafer Foundry Agreement
(the "Prior Foundry Agreement") and a Distribution Agreement.
E. The Prior License Agreement and the Prior Foundry Agreement will
expire, unless previously extended, on June 29, 1995.
F. MEC/MEI and PI have established a fruitful business relationship.
G. MEC/MEI and PI desire to extend the Prior Foundry Agreement on the
terms set forth in this Agreement.
H. MEC and PI intend to enter into an extension of the Prior License
Agreement (the "Amended License Agreement") at the same time that they enter
into this Agreement.
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
1
{PAGE}
AGREEMENT
PI and MEC/MEI, intending to be legally bound, hereby agree as
follows:
ARTICLE I
---------
DEFINITION
----------
For the purpose of this Agreement, all capitalized terms not otherwise
defined in this Agreement and defined in the Amended License Agreement shall
have the meanings set forth in the Amended License Agreement, and the following
terms have the following meanings:
1.1 "Fab" means any of the existing or future wafer fabrication
facilities in Japan or the United States of any company in the Matsushita Group.
1.2 "Wafer(s)" means wafer(s) for Products which MEC fabricates under this
Agreement for sale to PI through MEI.
ARTICLE II
----------
MEC DEVELOPMENT ASSISTANCE AND WAFER FOUNDRY SERVICE
----------------------------------------------------
2.1 Information Transfer. Information relating to the Baseline
--------------------
Process, Products and Updates, if any, shall continue to be transferred,
pursuant to the provisions of Article II of the Amended License Agreement, from
PI to MEC/MEI and from MEC/MEI to PI for purposes of prototype development
fabrication and production fabrication by MEC/MEI at the Fab pursuant to the
terms of this Article II.
2.2 5-Inch Wafer Manufacturing.
--------------------------
(a) MEC plans to begin manufacturing 5-inch Wafers for PI beginning in
about October 1995.
(b) MEC will pay for mask sets and sample Wafers for two PI Products
that will be required for the qualification of the 5" wafer process.
(c) MEC will also pay for the generation of mask sets for the transfer
to the 5" production line of eight additional Products to be designated by PI.
MEC and PI will each bear 50% of the costs for generating mask sets for the
transfer to the 5" production line of more additional Products to be designated
by PI. PI can substitute improved versions of Products for these mask sets
instead of the current Products in the 4" line, which will be replaced to the
improved type after product qualification on the 5" manufacturing line. PI will
pay for the sample 5" Wafers on all of these Products that pass the wafer
acceptance criteria.
143961
|
Matsushita
As referenced in this Wafer Foundry Agreement [Amended]:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Industrial Sales Office for Americas having its
principal place of
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – 94043
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Industrial Sales Office for the Americas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540 JAPAN
6.
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: ____________________________ By: ___________________________________
Name: __________________________ Name: _________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: ___________________________________
Name: _________________________________
13
{/TEXT}
{/DOCUMENT}
_____________
dt 89894
;
Matsushita
As referenced in this Wafer Foundry Agreement [Amended]:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Industrial Sales Office for Americas having its
principal place of
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – 94043
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Industrial Sales Office for the Americas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540 JAPAN
6.
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: ____________________________ By: ___________________________________
Name: __________________________ Name: _________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: ___________________________________
Name: _________________________________
13
{/TEXT}
{/DOCUMENT}
_____________
dt 89894
;
Matsushita
As referenced in this Wafer Foundry Agreement [Amended]:
MATSUSHITA ELECTRIC INDUSTRIAL – the laws
of Japan, having its principal place of business at 1-1 Saiwai-cho, Takatsuki-
shi, Osaka-fu, 569 Japan ("MEC"), and
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD., a corporation duly organized under the
laws of Japan, acting through Industrial Sales Office for Americas having its
principal place of
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – 94043
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
If to MEI: MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
Industrial Sales Office for the Americas
Twin 21 National Tower
1-61 Shiromi 2-chome, Chuo-ku
Osaka 540 JAPAN
6.
_____________
MATSUSHITA ELECTRIC INDUSTRIAL – or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: ____________________________ By: ___________________________________
Name: __________________________ Name: _________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: ___________________________________
Name: _________________________________
13
{/TEXT}
{/DOCUMENT}
_____________
dt 89894
;
|
Power
As referenced in this Wafer Foundry Agreement [Amended]:
POWER INTEGRATIONS, INC. – WAFER FOUNDRY AGREEMENT DATED JUNE 29, 1997
{TEXT}
{PAGE}
EXHIBIT 10.7
AMENDED WAFER FOUNDRY AGREEMENT
-------------------------------
This Agreement is made on this 29th day of June, 1995 by and among
POWER INTEGRATIONS, INC. , a corporation duly organized and existing under the
laws of the State of California, U.S.A., having its principal place of business
at 411 Clyde Avenue, Mountain View,
_____________
POWER INTEGRATIONS, INC. – 3) days after it is deposited in the U.S. mails, shall be deemed to
be the date of such notice, irrespective of the date appearing therein.
If to PI: POWER INTEGRATIONS, INC.
411 Clyde Avenue
Mountain View, California 94043
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
If to MEI:
_____________
POWER INTEGRATIONS, INC. – WITNESS WHEREOF, PI, MEC and MEI have caused this Agreement to be
executed in their names by the duly authorized officers or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: ____________________________ By: ___________________________________
Name: __________________________ Name: _________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: ___________________________________
Name: _________________________________
13
{/TEXT}
{/DOCUMENT}
_____________
dt 1322232
;
Power
As referenced in this Wafer Foundry Agreement [Amended]:
POWER INTEGRATIONS, INC. – WAFER FOUNDRY AGREEMENT DATED JUNE 29, 1997
{TEXT}
{PAGE}
EXHIBIT 10.7
AMENDED WAFER FOUNDRY AGREEMENT
-------------------------------
This Agreement is made on this 29th day of June, 1995 by and among
POWER INTEGRATIONS, INC. , a corporation duly organized and existing under the
laws of the State of California, U.S.A., having its principal place of business
at 411 Clyde Avenue, Mountain View,
_____________
POWER INTEGRATIONS, INC. – 3) days after it is deposited in the U.S. mails, shall be deemed to
be the date of such notice, irrespective of the date appearing therein.
If to PI: POWER INTEGRATIONS, INC.
411 Clyde Avenue
Mountain View, California 94043
Attn: President
If to MEC: MATSUSHITA ELECTRONICS CORPORATION
1 Kotariyakemachi, Nagaokakyo, Kyoto
617 JAPAN
Attn: Director, Sales & Marketing Division
If to MEI:
_____________
POWER INTEGRATIONS, INC. – WITNESS WHEREOF, PI, MEC and MEI have caused this Agreement to be
executed in their names by the duly authorized officers or representatives as of
the date first above written.
POWER INTEGRATIONS, INC. MATSUSHITA ELECTRONICS
CORPORATION
By: ____________________________ By: ___________________________________
Name: __________________________ Name: _________________________________
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: ___________________________________
Name: _________________________________
13
{/TEXT}
{/DOCUMENT}
_____________
dt 1322239
;
Matsushita Electronics Corporation
|
| Preview
Full Doc
| 1995 |
Foundry Agreement
Foundry Agreement (64K)
Doc #146498: Click preview link for longer preview.
FOUNDRY AGREEMENT
BETWEEN
DIGITAL EQUIPMENT CORPORATION
AND
ADVANCED MICRO DEVICES, INC.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
{S} {C}
SECTION 1 - DEFINITIONS..................................................... 1
SECTION 2 - NATURE OF THIS AGREEMENT........................................ 3
SECTION 3 - DEVELOPMENT PROCEDURE........................................... 4
SECTION 4 - DEVICE QUALIFICATION............................................ 5
SECTION 5 - PRODUCTION...................................................... 6
SECTION 6 - OWNERSHIP AND LICENSES.......................................... 8
SECTION 7 - MASK WORKS RIGHTS............................................... 9
SECTION 8 - PURCHASE ORDERS AND FORECASTS................................... 9
SECTION 9 - PAYMENT......................................................... 10
SECTION 10 - DELIVERY AND ACCEPTANCE........................................ 11
SECTION 11 - TERM AND TERMINATION........................................... 12
SECTION 12 - WARRANTY AND INDEMNITY......................................... 13
SECTION 13 - CONFIDENTIALITY................................................ 15
SECTION 14 - FORCE MAJEURE.................................................. 17
SECTION 15 - PARTIAL INVALIDITY............................................. 17
SECTION 16 - NOTICES........................................................ 17
SECTION 17 - NON-WAIVER..................................................... 18
SECTION 18 - NON-ASSIGNABILITY/TRANSFERABILITY.............................. 19
SECTION 19 - SECTION HEADINGS............................................... 19
SECTION 20 - GOVERNING LAW.................................................. 19
SECTION 21 - PUBLICITY...................................................... 19
SECTION 22 - ENTIRE AGREEMENT............................................... 19
SECTION 23 - LIMITATION OF LIABILITY........................................ 19
EXHIBIT A DEVICES AND DEVICE SPECIFICATIONS................................ 21
EXHIBIT B SECTION 1: DEVICE TRANSFER AND QUALIFICATION PLAN
SECTION 2: DEVICE TECHNOLOGY PACKAGE............................ 22
EXHIBIT C QUALIFIED PROCESS(ES) SPECIFICATION
PRODUCT QUALIFICATION SPECIFICATION.............................. 23
EXHIBIT D WAFER ACCEPTANCE CRITERIA........................................ 24
EXHIBIT E PAYMENT CALCULATION.............................................. 26
EXHIBIT F [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION]...................................................... 28
{/TABLE}
{PAGE}
DEC-AMD
FOUNDRY AGREEMENT
This Foundry Agreement, together with the Exhibits referenced herein and
attached hereto ("Agreement") is between Digital Equipment Corporation, a
Massachusetts corporation having a principal place of business of 146 Main
Street, Maynard, Massachusetts, 01754 and all of its majority owned subsidiaries
("DIGITAL") and Advanced Micro Devices, Inc., a Delaware corporation having a
principal place of business at 901 Thompson Place, P.O. Box 3453, Sunnyvale,
California, 94088-3453 and all of its majority owned subsidiaries ("AMD").
WHEREAS, AMD has developed certain technology relating to microprocessors; and
WHEREAS, DIGITAL is, among other things, in the business of designing,
developing, manufacturing and selling computer systems and associated software,
and components thereof, including semiconductor integrated circuits; and
WHEREAS, DIGITAL has also developed manufacturing processes, capabilities and
foundry capabilities to produce silicon wafers containing integrated circuit die
for microprocessors designed and laid out by other parties, such as AMD; and
WHEREAS, DIGITAL and AMD desire to enter into this Agreement for the manufacture
by DIGITAL of microprocessor wafers containing AMD microprocessor technology for
AMD;
IN CONSIDERATION of the mutual promises in this Agreement, the parties agree as
follows:
SECTION 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth
below:
1.1 DEVICE shall mean a fully qualified, semiconductor integrated circuit,
embodying a specific unique design provided to DIGITAL by AMD which corresponds
to an AMD microprocessor product and which has successfully completed Product
Qualification. The different types and speed classes of microprocessors to be
produced under this Agreement are set forth in Exhibit A as amended from time to
time.
1.2 INTELLECTUAL PROPERTY RIGHTS shall mean all PATENTS, TRADE SECRETS,
COPYRIGHTS, MASK WORKS RIGHTS AND KNOW-HOW which have been, or will be, acquired
or otherwise secured by either party before or during the TERM of this
Agreement, throughout the world:
1.2.1 PATENTS shall mean all right, title and interest in and to all
Letters Patent and applications for Letters Patent, Industrial Models,
Industrial Designs, Petty Patents, Patents of Importation, Utility Models,
Certificates of Invention, and other indicia of invention ownership, including
any such rights granted upon any reissue, division, continuation or
continuation-in-part applications now or hereafter filed; and
1
{PAGE}
1.2.2 TRADE SECRETS shall mean all right, title and interest in and to
all trade secret rights arising under the common law, state law, federal law or
the laws of any foreign country; and
1.2.3 MASK WORKS RIGHTS shall mean all right, title and interest in
and to all MASK WORKS as MASK WORKS are defined in Section 901(a) (2) of the
Semiconductor Chip Protection Act of 1984.
1.2.4 COPYRIGHT RIGHTS shall mean all right, title and interest in and
to all copyright rights and all other literary property and author rights; and
1.2.5 KNOW-HOW shall mean all right, title and interest in and to all
know-how and show-how.
1.3 LOT shall mean twenty four (24) WAFER starts.
1.4 WAFER shall mean the six inch (6") diameter or six inch (6") diameter
equivalent silicon wafers produced by DIGITAL for AMD.
1.5 QUALIFIED PROCESS(ES) shall mean DIGITAL's CMOS process(es), with
modification, if any, made by DIGITAL with the mutual agreement of the parties,
which has been demonstrated to meet the objective reliability and quality
specifications referred to as AMD process qualification specification as set
forth in Exhibit C.
1.6 PRODUCT QUALIFICATION shall mean the determination that DEVICES
manufactured in the QUALIFIED PROCESS(ES) meet the objective criteria and
specification for the DEVICE as specified in AMD's PRODUCT QUALIFICATION
specification set forth in Exhibit C.
1.7 MASK WORK shall mean any mask set or work created and produced by or for
DIGITAL and utilized in the fabrication of a DEVICE, and shall include both
physical mask works, e.g., reticles, and any electronic form of a mask work,
originally created by DIGITAL from information, data bases or the like provided
by AMD to DIGITAL in the TECHNOLOGY PACKAGE.
1.8 AMD DEVICE SPECIFICATION shall mean the document which shall define the
specific function, electrical, timing, mechanical, environmental, reliability
and other requirements of a DEVICE.
1.9 TERM shall mean the period of time during which this Agreement is in
effect. Such period shall commence upon the execution of this Agreement by both
parties.
1.10 SEMICONDUCTOR CHIP PROTECTION LAW(S) shall mean the Semiconductor Chip
Protection Act of 1984 in the United States and any associated regulations and
any amendments or revisions to such law or regulations, or any corresponding law
and regulations in a country other than the United States.
1.11 PREQUALIFICATION DEVICE shall mean a DEVICE produced by DIGITAL on the
line upon which it intends to produce the DEVICE, but prior to final
146498
|
AMD
As referenced in this Foundry Agreement:
ADVANCED MICRO DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-10.36
{SEQUENCE}11
{DESCRIPTION}DEC/AMD FOUNDRY AGMT.
{TEXT}
{PAGE}
EXHIBIT 10.36
FOUNDRY AGREEMENT
BETWEEN
DIGITAL EQUIPMENT CORPORATION
AND
ADVANCED MICRO DEVICES, INC.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
{PAGE}
{TABLE}
{CAPTION}
TABLE OF
_____________
Advanced Micro Devices, Inc. – is between Digital Equipment Corporation, a
Massachusetts corporation having a principal place of business of 146 Main
Street, Maynard, Massachusetts, 01754 and all of its majority owned subsidiaries
("DIGITAL") and Advanced Micro Devices, Inc. , a Delaware corporation having a
principal place of business at 901 Thompson Place, P.O. Box 3453, Sunnyvale,
California, 94088-3453 and all of its majority owned subsidiaries ("AMD").
_____________
Advanced Micro Devices, Inc. – Hudson, MA 01749
Attn: Semiconductor Operations Group Manager
With a copy to:
Digital Equipment Corporation
Law Department
111 Powdermill Road
Maynard, MA 01754
Attn: Semiconductor Operations Counsel
If to AMD:
Advanced Micro Devices, Inc.
901 Thompson Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
Attn: General Counsel
Either party hereto may change its address by a notice given to the other party
_____________
ADVANCED MICRO DEVICES, INC. – or otherwise.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of this day 4 of Feb , 1994.
-------- ------
DIGITAL EQUIPMENT CORPORATION ADVANCED MICRO DEVICES, INC.
/s/ R.E. Caldwell /s/ Gene Conner
- - ------------------------ ----------------------------
Signature Signature
R.E. Caldwell Gene Conner
- - ------------------------ ----------------------------
Printed Name Printed Name
V.P. Semiconductor OPS Sr. Vice President
- - ------------------------ --------------------------------
Title Title
2/4/
_____________
dt 1469419
;
AMD
As referenced in this Foundry Agreement:
ADVANCED MICRO DEVICES, INC. –
{DOCUMENT}
{TYPE}EX-10.36
{SEQUENCE}11
{DESCRIPTION}DEC/AMD FOUNDRY AGMT.
{TEXT}
{PAGE}
EXHIBIT 10.36
FOUNDRY AGREEMENT
BETWEEN
DIGITAL EQUIPMENT CORPORATION
AND
ADVANCED MICRO DEVICES, INC.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
{PAGE}
{TABLE}
{CAPTION}
TABLE OF
_____________
Advanced Micro Devices, Inc. – is between Digital Equipment Corporation, a
Massachusetts corporation having a principal place of business of 146 Main
Street, Maynard, Massachusetts, 01754 and all of its majority owned subsidiaries
|