Common use of Processes Clause in Contracts

Processes. 3.1 Exhibit A lists the Processes which Fairchild shall use in manufacturing Wafers hereunder for National. Exhibit A may be amended from time to time by mutual agreement in writing of the Parties, as new processes are developed and older Processes become obsolete. 3.2 After qualification is successfully completed for any Product to be manufactured under this Agreement, if Fairchild desires to make material Process changes affecting form, fit or function, Fairchild will notify National of the intended change in accordance with Xxxxxxxxx'x process change procedures then in effect. If the proposed changes are unacceptable to National, National and Fairchild shall work together in efforts to resolve the problem and qualify the changed Process for making Wafers. If during the first thirty-nine (39) fiscal periods of this Agreement the Parties are unable to resolve the problem, Fairchild shall continue to run the unmodified Process to supply Wafers pursuant to this Agreement. After the first 39 fiscal periods of this Agreement, if the Parties are unable to resolve the problem, Fairchild shall have the right to make such Process changes upon the provision of ninety (90) days prior written notice to National. 3.3 Should Fairchild elect to discontinue a Process, it must give National written notice of no less than twenty-four (24) fiscal periods prior to the date it intends to discontinue any Process in the ABiC family and written notice of no less than twelve (12) fiscal periods for any other Process, or its future amended form. In no event, however may Fairchild discontinue any Process during the first thirty-nine (39) fiscal periods of this Agreement unless National agrees. Subsequent to Xxxxxxxxx'x notice of Process discontinuance, Fairchild will make provisions with National for Last Time Buys, and commit to ship all Wafers requested in such Last Time Buys as the Parties may negotiate. If Fairchild is unable to deliver Wafers due to a Process discontinuance during any ramp down phase occurring after the first 39 fiscal periods, then any ramp-down revenue obligations of National associated with Wafers to be manufactured under that Process will be discharged in full. 3.4 National shall have the right, in its sole discretion, to establish an alternative source of manufacturing for any Process. In support of any Process transfer required to establish such alternate source, Fairchild shall make available to National process characterization data, where such data exists at the time of such request, and all applicable manufacturing specifications, including run cards and complete unit process specifications for the Processes. In further support of such transfer, National may contract with Fairchild, at a cost to be negotiated, for up to thirteen (13) man weeks of engineering services. If such services are required away from the Facilities, National shall also pay reasonable travel and per diem expenses for the Fairchild engineers providing such services. 3.5 There are currently a number of Processes under development at the Facilities. Attached as Exhibit C hereto is a listing of said Processes, the timetable and milestones to completion for each and the funding which National shall pay Fairchild for such development services. Fairchild will utilize its Best Efforts to complete all development work successfully in accordance with Exhibit C. National may terminate such development services prior to completion thereof only after three (3) months prior written notice to Fairchild. The rights of the Parties to any intellectual property resulting from such development work shall be governed by the terms of the Technology Transfer and License Agreement.

Processes. 3.1 Exhibit A lists the Processes which Fairchild shall use in manufacturing Wafers hereunder for National. Exhibit A may be amended from time to time by mutual agreement in writing of the Parties, as new processes are developed and older Processes become obsolete. 3.2 After qualification is successfully completed for any Product to be manufactured under this Agreement, if Fairchild desires to make material Process changes affecting form, fit or function, Fairchild will notify National of the intended change in accordance with Xxxxxxxxx'x process change procedures then in effect. If the proposed changes are unacceptable to National, National and Fairchild shall work together in efforts to resolve the problem and qualify the changed Process for making Wafers. If during the first thirty-nine (39) fiscal periods of this Agreement the Parties are unable to resolve the problem, Fairchild shall continue to run the unmodified Process to supply Wafers pursuant to this Agreement. After the first 39 fiscal periods of this Agreement, if the Parties are unable to resolve the problem, Fairchild shall have the right to make such Process changes upon the provision of ninety twelve (9012) days fiscal periods prior written notice to National. Subsequent to Xxxxxxxxx'x notice of Process change, Fairchild will make provisions with National for Last Time Buys, and commit to ship all Wafers requested in such last Time Buys as the Parties may negotiate. 3.3 Should Fairchild elect to discontinue a Process, it must give National written notice of no less than twenty-four twelve (2412) fiscal periods prior to the date it intends to discontinue any Process in the ABiC family and written notice of no less than twelve (12) fiscal periods for any other Process, or its future amended form. In no event, however may Fairchild discontinue any Process during the first thirty-nine (39) fiscal periods of this Agreement unless National agrees. Subsequent to Xxxxxxxxx'x notice of Process discontinuance, Fairchild will make provisions with National for Last Time Buys, and commit to ship all Wafers requested in such Last Time Buys as the Parties may negotiate. If Fairchild is unable to deliver Wafers due to a Process discontinuance during any ramp down phase occurring after the first 39 fiscal periods, then any ramp-down revenue obligations of National associated with Wafers to be manufactured under that Process will be discharged in full. 3.4 National shall have the right, in its sole discretion, to establish an alternative source of manufacturing for any Process. In support of any Process transfer required to establish such alternate source, Fairchild shall make available to National process characterization data, where such data exists at the time of such request, and all applicable manufacturing specifications, including run cards and complete unit process specifications for the Processes. In further support of such transfer, National may contract with Fairchild, at a cost to be negotiated, for up to thirteen (13) man weeks of engineering services. If such services are required away from the Facilities, National shall also pay reasonable travel and per diem expenses for the Fairchild engineers providing such services. 3.5 There are currently a number of Processes under development at the Facilities. Attached as Exhibit C hereto is a listing of said Processes, the timetable and milestones to completion for each and the funding which National shall pay Fairchild for such development services. Fairchild will utilize its Best Efforts to complete all development work successfully in accordance with Exhibit C. National may terminate such development services prior to completion thereof only after three (3) months prior written notice to Fairchild. The rights of the Parties to any intellectual property resulting from such development work shall be governed by the terms of the Technology Transfer and License Agreement.

Processes. 3.1 2.1 All manufacturing hereunder shall take place at the Facility. National shall not manufacture Wafers or transfer any Xxxxxxxxx-owned intellectual property or technical information outside of the Facility other than as may be permitted under this Agreement. 2.2 Exhibit A lists the Processes which Fairchild National shall use in manufacturing Wafers hereunder for NationalXxxxxxxxx. Exhibit A may be amended from time to time by mutual agreement in writing of the Parties, as new processes are developed and older Processes become obsolete. 3.2 2.3 National agrees to utilize Best Efforts to allow Fairchild to source Wafers from Taiwan Semiconductor Manufac- turing Corporation ("TSMC") by means of the Joint Purchasing Arrangements as provided in the Transition Services Agreement between the Parties of even date herewith. Xxxxxxxxx'x target eight-inch Wafer process flow and expected eight-inch Wafer requirements are set forth in Exhibit H hereto. 2.4 After qualification is successfully completed for any Product to be manufactured under this Agreement, if Fairchild National desires to make material Process changes affecting form, fit or function, Fairchild National will notify National Xxxxxxxxx of the intended change in accordance with Xxxxxxxxx'x National's process change procedures then in effect. If the proposed changes are unacceptable to NationalXxxxxxxxx, Xxxxxxxxx and National and Fairchild shall work together in efforts to resolve the problem and qualify the changed Process for making Wafers. If during the first thirty-nine fifteen (3915) fiscal periods of this Agreement the Parties are unable to resolve the problem, Fairchild National shall continue to run the unmodified Process to supply Wafers pursuant to this Agreement. After the first 39 fifteen (15) fiscal periods of this Agreement, if the Parties are unable to resolve the problem, Fairchild National shall have the right to make such Process changes upon the provision of ninety (90) days prior written notice to NationalXxxxxxxxx. 3.3 2.5 Should Fairchild National elect to discontinue a Process, it must give National written notice of no less than twenty-four (24) fiscal periods prior to the date it intends to discontinue any Process in the ABiC family and Xxxxxxxxx written notice of no less than twelve (12) fiscal periods for any other Process, or its future amended formperiods. In no event, however however, may Fairchild National discontinue any Process during the first thirty-nine (39) fiscal periods of this Agreement unless National Xxxxxxxxx agrees. Subsequent to Xxxxxxxxx'x National's notice of Process discontinuance, Fairchild National will make provisions with National Xxxxxxxxx for Last Time Buys, and commit to ship all Wafers requested in such Last Time Buys as the Parties may negotiate. If Fairchild is unable to deliver Wafers due to a Process discontinuance during any ramp down phase occurring after the first 39 fiscal periods, then any ramp-down revenue obligations of National associated with Wafers to be manufactured under that Process will be discharged in full. 3.4 National shall have 2.6 Just prior to the rightqualification of National's eight inch (8") wafer fab in South Portland, Maine and National's 0.35 micron CMOS process technology in its sole discretionthat wafer fab, the Parties will undertake good faith negotiations to establish an alternative source of manufacturing for any Process. In support of any Process transfer required to establish such alternate source, Fairchild shall make foundry capacity in said 8" wafer fab available to National process characterization data, where such data exists at the time of such request, and all applicable manufacturing specifications, including run cards and complete unit process specifications for the Processes. In further support of such transfer, National may contract with Fairchild, at a cost Xxxxxxxxx under terms generally similar to be negotiated, for up to thirteen (13) man weeks of engineering services. If such services are required away from the Facilities, National shall also pay reasonable travel and per diem expenses for the Fairchild engineers providing such servicesthose hereunder. 3.5 There are currently a number of Processes under development at the Facilities. Attached as Exhibit C hereto is a listing of said Processes, the timetable and milestones to completion for each and the funding which National shall pay Fairchild for such development services. Fairchild will utilize its Best Efforts to complete all development work successfully in accordance with Exhibit C. National may terminate such development services prior to completion thereof only after three (3) months prior written notice to Fairchild. The rights of the Parties to any intellectual property resulting from such development work shall be governed by the terms of the Technology Transfer and License Agreement.

Processes. 3.1 2.1 All manufacturing hereunder shall take place at the Facility. National shall not manufacture Wafers or transfer any Xxxxxxxxx-owned intellectual property or technical information outside of the Facility other than as may be permitted under this Agreement. 2.2 Exhibit A lists the Processes which Fairchild National shall use in manufacturing Wafers hereunder for NationalXxxxxxxxx. Exhibit A may be amended from time to time by mutual agreement in writing of the Parties, as new processes are developed and older Processes Pro- cesses become obsolete. 3.2 2.3 National agrees to utilize Best Efforts to allow Fairchild to source Wafers from Taiwan Semiconductor Manufacturing Corporation ("TSMC") by means of the Joint Purchasing Arrangements as provided in the Transition Services Agreement between the Parties of even date herewith. Xxxxxxxxx'x target eight-inch Wafer process flow and expected eight-inch Wafer requirements are set forth in Exhibit H hereto. 2.4 After qualification is successfully completed for any Product to be manufactured under this Agreement, if Fairchild National desires to make material Process changes affecting form, fit or function, Fairchild National will notify National Xxxxxxxxx of the intended change in accordance with Xxxxxxxxx'x National's process change procedures then in effect. If the proposed changes are unacceptable to NationalXxxxxxxxx, Xxxxxxxxx and National and Fairchild shall work together in efforts to resolve the problem and qualify the changed Process for making Wafers. If during the first thirty-nine fifteen (3915) fiscal periods of this Agreement the Parties are unable to resolve the problem, Fairchild National shall continue to run the unmodified Process to supply Wafers pursuant to this Agreement. After the first 39 fifteen (15) fiscal periods of this Agreement, if the Parties are unable to resolve the problem, Fairchild National shall have the right to make such Process changes upon the provision of ninety (90) days prior written notice to NationalXxxxxxxxx. 3.3 2.5 Should Fairchild National elect to discontinue a Process, it must give National written notice of no less than twenty-four (24) fiscal periods prior to the date it intends to discontinue any Process in the ABiC family and Xxxxxxxxx written notice of no less than twelve (12) fiscal periods for any other Process, or its future amended formperiods. In no event, however however, may Fairchild National discontinue any Process during the first thirty-nine (39) fiscal periods of this Agreement unless National Xxxxxxxxx agrees. Subsequent to Xxxxxxxxx'x National's notice of Process discontinuance, Fairchild National will make provisions with National Xxxxxxxxx for Last Time Buys, and commit to ship all Wafers requested in such Last Time Buys as the Parties may negotiate. If Fairchild is unable to deliver Wafers due to a Process discontinuance during any ramp down phase occurring after the first 39 fiscal periods, then any ramp-down revenue obligations of National associated with Wafers to be manufactured under that Process will be discharged in full. 3.4 National shall have 2.6 Just prior to the rightqualification of National's eight inch (8") wafer fab in South Portland, Maine and National's 0.35 micron CMOS process technology in its sole discretionthat wafer fab, the Parties will undertake good faith negotiations to establish an alternative source of manufacturing for any Process. In support of any Process transfer required to establish such alternate source, Fairchild shall make foundry capacity in said 8" wafer fab available to National process characterization data, where such data exists at the time of such request, and all applicable manufacturing specifications, including run cards and complete unit process specifications for the Processes. In further support of such transfer, National may contract with Fairchild, at a cost Xxxxxxxxx under terms generally similar to be negotiated, for up to thirteen (13) man weeks of engineering services. If such services are required away from the Facilities, National shall also pay reasonable travel and per diem expenses for the Fairchild engineers providing such servicesthose hereunder. 3.5 There are currently a number of Processes under development at the Facilities. Attached as Exhibit C hereto is a listing of said Processes, the timetable and milestones to completion for each and the funding which National shall pay Fairchild for such development services. Fairchild will utilize its Best Efforts to complete all development work successfully in accordance with Exhibit C. National may terminate such development services prior to completion thereof only after three (3) months prior written notice to Fairchild. The rights of the Parties to any intellectual property resulting from such development work shall be governed by the terms of the Technology Transfer and License Agreement.