Exhibit 10.9
P. 01
Effective as of 30 Jan 1996
PRODUCT DEVELOPMENT AND FABRICATION AGREEMENT
This agreement made the 30 day of January 1996 ("Agreement") by and between
URON Technology Inc., with a principal office located at IF, Xx.00, X&X 0xx
Xxxx, Xxxx-Xxx Science-Based Industrial Park, Hsin-Chu, Taiwan, R.O.C.
hereinafter referred to as "UTRON"): and MU-TRON company with a principal office
located at 0000 Xxxxxx Xxxx, Xxxxxxxxx Xxxxx. Xxxxxxx, Xxxx Xxxx (hereinafter
referred to as "MU-TRON"); and Lanstar Semiconductor Inc. with a principal
office at 0000 Xxxxxx X, Xxxxxxxxx Xxxxx X.X.X. (hereinafter refer-red to as
"LANSTAR:).
WITNESSETH
WHEREAS, LANSTAR, UTRON AND MU-TRON ('hereinafter referred to as the "PARTIES")
desire to establish a business relationship (Joint-Venture) in order to
fabricate, manufacture and distribute LANSTAR Dynamic Random Access Memory
semiconductor devices ("PRODUCTS") utilizing certain allocation and fabrication
agreements; and
WHEREAS, The PARTIES which to define their respective contributions and
participation in the ownership and distribution of the PRODUCTS developed and
fabricated as a result of this Agreement.
NOW THEREFORE, the PARTIES agree as follows:
1. The above Preamble is incorporated into and made a part of this Agreement.
2. The term of this Agreement shall be for two (2) years. Renewal of this
Agreement shall be subject to both parties business plans.
(a) UTRON shall, working in concert with LANSTAR processing engineering group,
receive approval from UTRON's third party fabricator.
(b) In the event that third party fabricator approval is not received within
four weeks from the date first written above, either party shall terminate this
Agreement without any on-going liability to the other party.
3. UTRON agrees to provide to LANSTAR a portion of UTRON's allocation of Wafer
starts to be fabricated at a third party foundry, The percentage of the
allocated portion to LANSTAR shall be utilized to fabricate and manufacture
LANSTAR PRODUCTS in accordance with the terms of this Agreement,
4. LANSTAR agrees to supply resources and confidential information including
engineering information, technical drawings. specifications, production and
testing methods, processing information to fulfill R&D function to modify
existing processing technologies as well as the initial set of the reticles plus
pellicles. The delivery and provisions of all of the above will be subject to
the completion and signing of a Confidentiality Agreement attached hereto and a
part hereof. UTRON shall provide wafer foundry allocation and technical liaison
with
fabricators-
(a) This confidential I information shall be provided by LANSTAR at no cost to
the joint venture.
(b) In The event of wafer and reticles plus pellicles for the development of the
PRODUCTS are required as a result of additional iterations caused by design
and/or engineering changed, then in those events the costs for such additional
reticles and pellicles shall be solely at the cost of LANSTAR. Both LANSTAR and
UTRON shall split the cost of wafers, reticles and pellicles only when the wafer
yield reaches 80% or higher percentage.
5, UTRON shall make available a Third party foundry (fabrication) facility that
is willing and technically equipped and competent with 8 inch wafer processing
capabilities (the third party fabricator to fabricate LANSTAR PRODUCTS which
Third Party Fabricator shall be reviewed and approved by LANSTAR.
6. UTRON shall provide at it own costs the technical know-how for the purpose of
maintaining the technical liaison with the Third Party Fabricator in order to
ensure the viability of success of the fabrication and manufacturing of LANSTAR
PRODUCTS.
7. To induce LANSTAR to enter into this Agreement and in consideration of
LANSTAR contributions hereunder, UTRON represents that it can allocate a minimum
of three hundred (300) wafer starts for the use of the fabrication of LANSTAR
PRODUCTS to be utilized for the PILOT RUNS of LANSTAR PRODUCTS.
UTRON agrees that subsequent to any PILOT RUN having a Gross Device Yield of
Five Hundred and Eighty (580) packaged units, UTRON shall use its best efforts
to increase the minimum wafer starts allocated for the manufacture and
fabrication of LANSTAR PRODUCTS.
8. The manufactured PRODUCTS fabricated and manufactured under the terms of this
Agreement shall be fifty percent (50%) to LANSTAR, Forty percent (40%) to UTRON,
and Ten percent (10%) to MU-TRON.
Notwithstanding anything contained in this paragraph, MU-TRON may elect not
accept its share of the allocated PRODUCTS. In this case the allocation of
manufactured Products to MU-TRON will revert to LANSTAR.
9. For bookkeeping reasons and the payment of royalties and/or license fees, all
information relating to the PILOT and MANUFACTURING production runs including
but not limited to production records (at the fabricator/foundry) shipment
records, sales records and all related information shall be shared between the
Parties.
10, The cost of the manufactured PRODUCTS shall include the fabrication cost of
ate wafer starts at actual cost in accordance with the current agreement between
the Third Party Fabricator and UTRON. all licenses and/or royalties payable, all
testing, pack-aging and related costs.
(a) All foundry costs shall be mutually approved by the Parties prior to the
establishing a commencement date for the fabrication of the PRODUCTS PILOT RUN.
(b) Payment to the Third Party Fabricator for the wafer starts shall be made by
Letter of Credits opened in favor of UTRON prior to wafer start. UTRON shall
deliver wafer to LANSTAR to test and package vendors service. LANSTAR and UTRON
shall negotiate: separately based on UTRON turn key operation or through several
vendors service.
11. Each of the Parties hereunder shall be responsible to advance and pay for
its own engineering, general and administration, travel and management costs
related to the manufacturing of LANSTAR PRODUCTS.
12. The PRODUCTS may be labeled by each of the Panics hereto in any manner that
does not infringe any third party trademarks, logos, or in any way misrepresents
the source of the PRODUCTS,
Notwithstanding anything in the paragraph to the contrary, the license and/or
royalties payable, to Texas Instrument and others must be properly accounted for
and paid in accordance with the terms of the License Agreement between LANSTAR
and Texas Instrument copy of which License Agreement is attached hereto and made
a part. hereof as relates solely to those paragraphs in this license relating to
the accounting for and payment of the royalties.
13. The PRODUCTS allocated to each Party hereunder may be marketed by each of
the Panics freely without any territorial rights or restrictions.
14. LANSTAR agrees to offer to UTRON for inclusion under the terms of this
Agreement to be defined as LANSTAR PRODUCTS its first arid second generation of
16 Meg Dynamic Random Access Memory semiconductor devices
(a) LANSTAR shall use its best efforts to provide the engineering material,
drawings etc. for the first generation of its 16 Meg PRODUCTS by July, 1996 and
the second generation by the last quarter of 1996,
(b) The 16 Meg PRODUCTS shall be allocated under terms similar to the terms for
the fabrication of its current 4 Meg Dynamic Random Access Memory semiconductor
device with the following exception:
(c) LANSTAR will have the right to withhold it 16 Meg PRODUCTS from inclusion
into this Agreement as on of LANSTAR PRODUCTS in the event the Parties can riot
reach agreement as to the total number of wafer starts to be assigned by UTRON
to be utilized for the fabrication of LANSTAR 16 Meg PRODUCTS.
(d) UTRON shall have the unilateral right to reject the inclusion of LANSTAR 16
Meg PRODUCTS to be fabricated under the terms of this Agreement.
15. LANSTAR or UTRON shall have the sole right to unilaterally terminate this
Agreement by providing the other Party its notice to terminate with ninety (90)
days written notification
Of its intent to terminate in the event of any of the following events.
Subsequent to the following events, either UTRON or LANSTAR survives the right
to continue DRAM operation until the expiring date which this Agreement was
originally agreed upon:
(a) The cost of the fabricated wafer shall exceed US dollars Three Thousand
Dollars (3,000).
(b) The spot selling price for the PRODUCTS averaged over the three largest
manufacturers of DRAMs shall no less than One Hundred and Twenty Percent
(120%)of the manufacturing costs (inclusive of all royalty and licenses
payable).
(c) If either LANSTAR or UTRON files for bankruptcy or enters into an agreement
for reorganization with its creditors.
(d) If either party does not fulfill its commitments to pay any moneys due to
royalties and or cost of manufacturing on a timely basis.
16. All confidential information and technical know-how shall remain the
property of LANSTAR and shall not be utilized for any other reason except for
the manufacture of the PRODUCTS as contemplated under the terms of this
agreement.
In the event of the termination of this agreement as provided for hereinabove,
all such material drawings, confidential material whether printed, drawings or
audio tapes shall be forthwith returned to LANSTAR and not copies shall be kept
in the files of UTRON or MUTRON.
17. In the event of dispute between any of the parties hereunder, the dispute
shall be submitted to the Courts of the State of Texas, United States and/or
International Court having jurisdiction over the dispute.
18. This agreement represents the total agreement between the Parties and may
not be modified or change without a written agreement of the changes signed by
all Parties.
IN WITNESS whereof, the Parties have affixed their respective signatures on the
date first written above.
LANSTAR SEMICONDUCTOR, INC. MU-TRON
Xx. Xxxxx Xxxxx Xx. Xxxx Xxxxx
Chairman Proprietor
UTRON TECHNOLOGY, INC.
Xx. Xxxx-Xxxx Xxx Xx. Xxxxxx XX
President Witness
LANSTAR agrees to deliver to TI a true and correct copy of any sublicense
entered into with UTRON within thirty (30) days after execution thereof and
shall promptly advise TI in writing of any modification or termination of such
sublicense.
Upon termination of this LICENSE AGREEMENT for any cause, any existing
sublicense to UTRON shall thereupon automatically terminate, but the licenses
and releases granted to TI under the sublicense shall survive until December 31,
2000. This shall be made a condition of any such sublicense that may be granted
by LANSTAR.
The provisions of Article 8.12 of the LICENSE AGREEMENT notwithstanding,
LANSTAR may disclose the provisions of the LICENSE AGREEMENT to UTRON, but for
the sole purpose of discussing with UTRON the possibility of taking a
sublicense, and in the event that UTRON does accept such sublicense, to enable
UTRON to perform under the provisions of the LICENSE AGREEMENT.
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this ADDENDUM on the dates below indicated.
TEXAS INSTRUMENTS INCORPORATED LANSTAR SEMICONDUCTOR CORPORATION
BY: Xxxxxxx X. Xxxxxxxxx BY: Xxxxxx Xxxxxxx
TITLE: Senior Vice President TITLE: President
Corporate Staff
DATE: DATE:
