Exhibit 10.53*
* Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted
and replaced with "**" and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 or Rule 406.
Manufacturing Agreement
This Manufacturing Agreement ("Agreement") is finally executed as of March 6,
2007, shall have an effective date of December 1, 2006 (the "Effective Date")
and is by and among Texas Instruments Incorporated, a Delaware corporation,
having its principal place of business at 00000 XX Xxxxxxxxx, Xxxxxx, Xxxxx
00000 XXX ("TI") and Ramtron International Corporation, a Delaware
corporation, having its principal place of business at 0000 Xxxxxxx Xxxxx,
Xxxxxxxx Xxxxxxx, XX 00000 ("Ramtron"). Ramtron and/or TI may be referred to
herein as a "Party" or the "Parties", as the case may require.
WHEREAS, Ramtron is engaged in the business of developing and commercializing
ferroelectric memory devices ("FRAMs") and desires to engage a semiconductor
manufacturer to manufacture wafers which are comprised of 4 Mb FRAMs in
accordance with Ramtron's specifications;
WHEREAS, TI owns facilities for semiconductor manufacture and desires to
manufacture wafers for Ramtron;
WHEREAS, the Parties executed a Joint Development and License Agreement
("JDLA") with an effective date of August 14, 2001, the purpose of which was
to create, evaluate and demonstrate FRAMs;
NOW THEREFORE, the Parties agree as follows.
1.0 DEFINITIONS. For the purposes of this Agreement, the following terms
will have the meanings set forth below.
(a) "Confidential Information" means any confidential, proprietary or
trade secret information disclosed by one Party to the other that is in
written, graphic, machine readable or other tangible form and is marked
"Confidential", "Proprietary" or in some other manner to indicate its
confidential nature. "Confidential Information" may also include oral
information disclosed by one Party to another pursuant to this Agreement,
provided that it is designated as confidential at the time of disclosure and
reduced to a written summary, which is marked in a manner to indicate its
confidential nature, that is delivered by the disclosing Party to the
receiving Party within thirty (30) calendar days after its oral disclosure.
(b) "Customer Data" means all data created solely by Ramtron and
provided to TI in accordance with this Agreement.
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(c) "Engineering Wafer" means an unqualified version of a Wafer that is
provided to Ramtron for design functionality verification purposes only.
(d) "Lead-time" refers to the approximate length of time between the
receipt by TI of a Purchase Order for the Wafers and the delivery of the
Wafers by TI, however, in no event shall Lead-Time for the Wafers exceed
ninety (90) days from the date of TI acceptance of the Ramtron purchase order
or similar ordering document, to TI shipment of such Wafers to Ramtron. In
the event Lead-time must be varied during the Term of this Agreement as a
result of the aggregate product demand placed upon TI from all of its
customers when compared to the aggregate manufacturing supply capability that
TI has available, the Parties shall in good faith negotiate a revised Lead-
time.
(e) "Mask Work" means the series of images representing the patterns of
layers of material deposited on or removed from a substrate to form a
semiconductor chip, and associated layout design rights in semiconductor
topographies.
(f) "NRE" means the Non-Recurring Engineering charges for development
work performed by TI for Ramtron.
(g) "PG" means pattern generation.
(h) "Probe" means wafer level testing.
(i) "Product Qualification" means the certification by Ramtron that a
particular Wafer product manufactured by TI using the TI Process Technology,
and packaged and tested by Ramtron, meets the applicable Specification.
(j) "Process Technology" means all TI proprietary know-how and
technology required for the production of the Wafers, and the design rules
used to manufacture the Wafers.
(k) "Specification" means the FRAM Device Specification, as agreed to
by both Parties.
(l) "FRAM" means all non-volatile memory devices that utilize binary
polarization states on the hysteresis curve of ferroelectric material.
(m) "FRAM Device" means the initial FRAM Devices that have been cut
from a wafer and packaged, and shall include any part or device subsequently
submitted by Ramtron for manufacture by TI pursuant to this Agreement. FRAM
Device does not include any device or device structures in the scribe lines
on the Wafer. Further, FRAM Device does not include any process monitors or
off-die test structures. The initial FRAM Device will be designated as
"FM22L16" and subsequent FRAM Devices manufactured hereunder (e.g., 2 megabit
Devices) shall be designated accordingly. Should the Parties agree to the
manufacturing of FRAM Devices that do not conform precisely to this
definition, any such manufacturing activity must be detailed and memorialized
in a separate amendment to this Agreement.
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(n) "TI ESD" refers to the date on which TI estimates that the Wafer
will be shipped from TI's plant.
(o) "TI Standard Circuitry" means (a) any macro or gate array that TI
provides to Ramtron and (b) any functional logic or other circuit module
block within an integrated circuit that is either (i) a generic, multi-
purpose cell independent of the specific function of the integrated circuit
or (ii) a cell providing specific functionality that can be interconnected
with other cells to generate integrated circuits for different applications.
(p) "Wafer" means a silicon wafer to be manufactured by TI hereunder
using TI's EO35 process technology, which is a subset of TI's C035 process
technology.
(q) "Parametric Test(ing)" means on wafer testing of process monitors
and other off-die test structures. Parametric Testing does not include any
testing of an FRAM Device.
(r) "Multi-probe Test(ing)" means testing of individual die on a wafer
based on a test program which is mutually agreed to by both Parties, in
writing.
(s) "TI-Specified Technology" means non-FRAM semiconductor processing
technology and non-FRAM CMOS device structures provided solely by TI.
(t) "Intellectual Property Right(s)" means any ideas, inventions,
patents (including utility models), and designs (whether or not capable of
registration), chip topography rights and other like protection, copyrights
(including software copyright of source code, object code, executable code
etc.), trademarks, know-how and any other form of statutory protection of any
kind and as well as any trade secrets. The terms governing ownership of
Intellectual Property Rights as set forth in the JDLA will not be altered by
the terms in this Agreement.
(u) "Qualification Wafers" means Wafers that will be used to achieve
Product Qualification.
2.0 SCOPE OF AGREEMENT.
2.1 Statement of Responsibilities. Ramtron will be responsible for
providing (i) the Cadence Design Database suitable for use by TI to generate
photo-masks, (ii) wafer-level multi-probe testing, (ii) packaging of the FRAM
Devices from the Wafers provided by TI, (iv) testing packaged die, (v)
qualification of the packaged die and (vi) the other items and services set
forth in Exhibit 2 attached and included by reference herein.
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2.2 Foundry Service Obligation. TI shall provide Ramtron with foundry
services pursuant to Sections 7.2.2 and 9 of the JDLA for a period of two (2)
years beginning on August 18, 2006, subject to the obligations set forth in
Section 3.8, unless terminated earlier in accordance with Section 13. During
the Term of this Agreement, if TI manufactures FRAM technology-based devices
for other customers that are similar to the FRAM Devices provided to Ramtron,
under terms and conditions, including volume amounts, that are equivalent to
those contained in this Agreement, TI will offer to Ramtron pricing terms at
least as favorable as those provided to such other customers.
2.3 Testing. In the event that TI provides device models or circuit models,
Ramtron shall verify the TI-provided models to assure the designs, both
preliminary and final, are appropriate in form, fit, function and safety for
Ramtron's applications. Any field testing deemed necessary by Ramtron shall
be accomplished by Ramtron at its sole cost and expense. All approvals of
testing agencies shall be obtained by Ramtron at its sole cost and expense.
Further, responsibility for testing device or circuit models and the final
design of the Wafer remains with Ramtron even if TI from time-to-time
consults with Ramtron on these matters.
2.4 Use of TI Libraries. TI shall provide to Ramtron access to and use of
certain technology under the terms of TI Design Services User Agreement
(DSUA) # 19798 and its amendments, as applicable. Ramtron is responsible for
creating a design environment compatible with the TI Libraries set forth in
Exhibit 6 attached and included by reference herein.
2.5 Process Technology. TI will be responsible for Process Technology and
facilities necessary and/or appropriate for performing its manufacturing
responsibilities hereunder. TI will manufacture Wafers to the purchase
orders of Ramtron as provided herein.
2.6 Design Releases. Ramtron agrees to use standard TI wafer processes,
components, and device structures for all design releases unless mutually
agreed upon otherwise by both parties. TI shall retain all rights, including
all forms of intellectual property rights, in and ownership of such standard
TI wafer processes, components, and device structures.
2.7 Redesigns. Redesigns shall be subject to NRE to be mutually agreed upon
by the Parties prior to the start of design.
2.8 EDA Licenses. It shall be Ramtron's responsibility to obtain licenses,
if necessary beyond the license referenced in Section 2.4 above, for all
commercially available electronic design automation (EDA) software required
for the design and development of the FRAM Device.
3.0 WAFER FORECASTS, PURCHASES AND SALES.
3.1 Engineering Wafers. Upon Ramtron's request and in TI's sole but
reasonable discretion, TI will provide to Ramtron such amount of engineering
Wafers as Ramtron may require.
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3.2 Forecasts. After full Product Qualification of the FRAM Devices and
during the Term, Ramtron will provide to TI demand forecasts for the Wafers
on a monthly basis covering a rolling twelve (12) month period, and on a
quarterly basis covering the subsequent rolling six (6) month period. In its
demand forecasts, Ramtron shall make good faith estimates of its requirements
for the Wafers for the periods indicated. All demand forecasts provided by
Ramtron to TI pursuant to this Agreement shall be non-binding. Demand
forecasts may be provided in electronic format.
3.3 Order and Acknowledgment. During the Term, Ramtron may order Wafers
using a purchase order or similar ordering document that from time-to-time
may be acknowledged by TI using a sales order acknowledgment. Such purchase
orders and sales order acknowledgments shall reference this Agreement and
include (a) TI's assigned part number and Ramtron's assigned part number,
(b) the number of Wafers ordered or shipped, (c) the applicable price and
agreed payment terms, (d) the requested delivery date or ESD, and
(e) shipping instructions, including the delivery address. No terms or
conditions in a Party's purchase, sales, delivery or shipping form, forms of
acknowledgements, or similar documents shall have effect to the extent such
terms and conditions are inconsistent with terms and conditions set forth in
this Agreement.
3.4 Minimum Quantities. Notwithstanding anything in the JDLA to the
contrary, TI shall manufacture and timely deliver to Ramtron, and Ramtron
will be obligated to purchase from TI a minimum lot size of Wafers and a
minimum order quantity of Wafers as set forth in Section 2 of Exhibit 2.
3.5 Rescheduling of Wafers. Subject to the following provisions, and except
for initial orders and life time buys Ramtron:
(a) Ramtron may not reschedule delivery of Wafers within the Lead-time
of Wafers.
(b) Ramtron may reschedule delivery of Wafers without restriction for
any such Wafers whose current TI ESD is outside TI's then current Lead-time
for such Wafers.
(c) If the TI ESD for such Wafers is delayed for more than thirty (30)
work days, Ramtron may, at its option, reschedule delivery of such Wafers.
3.6 Cancellation of Wafers. Subject to Ramtron paying to TI the following
cancellation charges, Ramtron may cancel undelivered Wafers by providing TI
with written notice of such cancellation:
(a) if TI has not begun fabrication of such Wafers, there is no charge;
(b) if TI has begun fabrication of such Wafers, the cancellation charge
for each such cancelled Wafer shall be equal to the then-current price for
such Wafer. Ramtron is not entitled to any work in progress.
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(c) If delivery of Wafers will be later than the TI ESD for such
Wafers, TI shall promptly notify Ramtron of TI's revised TI ESD and shall
indicate what corrective action TI has taken to assure timely future
deliveries. If the TI ESD for such Wafers is delayed for more than thirty
(30) work days, TI will take prompt action to identify the cause of the
shipment delay (if such cause has not already been identified). TI will
subsequently escalate the matter to the appropriate level of management so as
to expedite resolution. At any point following a TI ESD shipment delay of
more than thirty (30) work days, Ramtron may, at its option, cancel Wafers
not delivered without charge.
3.7 Buffer Inventory. In addition to providing the quantity of Wafers
necessary to fill Ramtron's purchase orders, TI will establish and maintain
throughout the Term (as defined in Section 13.1), an additional inventory of
partially completed Wafers (the "Buffer Inventory"). During the term of this
Agreement TI shall notify Ramtron in writing no later than the end of each
calendar quarter of the total actual number of Wafers in the Buffer
Inventory, and the Buffer Inventory which TI is entitled to ship to Ramtron
pursuant to subsection 3.7(e) below.
(a) For the avoidance of doubt, partially completed Wafers will include
contact deposition processing, but will not include chemical mechanical
planarization ("CMP") processing.
(b) **
(c) TI will fill purchase orders from the Buffer Inventory on a "First
In-First Out" (FIFO) basis and will continuously replenish the Buffer
Inventory to maintain the required quantity of Wafers.
(d) In the event Ramtron consumes part, or all, of Buffer Inventory in
support of upside demand, TI agrees to replenish the Buffer Inventory by no
later than thirty (30) days from the date such Buffer Inventory is consumed.
(e) **
(f) Ramtron will notify TI in writing if, and when, Ramtron decides
that its needs for TI to supply the FRAM Device will be discontinued ("EOL").
Such notice must be given in advance of the Lead-time ("EOL Notice"). Upon
receipt of EOL Notice, TI will adjust its manufacturing schedule so that, to
the extent possible, Buffer Inventory will be depleted by purchases by
Ramtron. In the event Buffer Inventory is not depleted, Ramtron will be
invoiced for such Buffer Inventory in accordance with Section 5.1.
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3.8 Obsolescence and Life-Time Buys. TI may obsolete Wafers at any time by
providing Ramtron with prior written notice of the projected obsolescence.
Notwithstanding TI's authority to provide such notice, Ramtron may at its
discretion and for a period of one year following TI's delivery of its
written notice of obsolescence, continue to submit purchase orders to TI for
obsolete Wafers and TI shall continue to manufacture and deliver such Wafers
for an additional one year in order that Ramtron maintain a continuous supply
of such Wafers pursuant to the terms of this Agreement. Accordingly, upon
Ramtron's receipt of TI's notice of obsolescence, Ramtron may place life-time
buy orders for such Wafers in the amounts up to the maximum number of Wafers
produced per month as specified in Section 4 of Exhibit 2 and for prices in
effect the time of the written notice of obsolescence, or which have been
subsequently agreed to in writing between TI and Ramtron as provided herein.
Ramtron's life-time buy orders authorized hereunder shall also indicate
delivery schedules. During the twelfth (12) month after TI issues its
written notice of obsolescence provided herein, Ramtron may deliver its final
purchase order for obsolete Wafers (the "Final Purchase Order for Obsolete
Wafers"). At Ramtron's discretion, the Final Purchase Order for Obsolete
Wafers may direct TI to manufacture and deliver the Wafers referenced in such
final order beginning in the 13th month following the notice of obsolescence,
and continuing thereafter for a period ending twenty-four (24) months after
the date of TI's original notice of obsolescence. The parties acknowledge
that Ramtron's Final Purchase Order for Obsolete Wafers could require that TI
manufacture and deliver to Ramtron up to Four Thousand Six Hundred and Eight
Wafers (384 Wafers x 12 months) during the final twelve months of the two
year period referenced herein.
3.9 Post-PG Schedule. The current estimated schedule for the development
and manufacture of the Wafers is set forth in Exhibit 1. The parties
acknowledge and agree that the schedule is subject to change from time to
time during the term of this Agreement.
4.0 PRICING.
4.1 Pricing. The initial prices for production and delivery of the Wafers
sold pursuant to this Agreement shall be set forth in Section 1 of Exhibit 2.
All prices shall be in U.S. Dollars.
(a) Allocation of NRE. NRE costs will include the cost of development
reticles, production reticles, Qualification Wafers and such other
development costs as the Parties may agree. Except for the cost of
production reticles, which Ramtron will be responsible for the payment of,
the Parties will allocate NRE costs as agreed to by both Parties in writing.
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(b) Packaging. TI shall not be responsible for packaging of the FRAM
Devices on the Wafers.
(c) Annual Review of Wafer Pricing. On an annual basis, the Parties
will meet to (i) review the historical Wafer unit volumes, manufacturing
cycle times, and Wafer pricing and (ii) to set Wafer unit pricing for the
orders to be placed in the upcoming three (3) months. Ramtron understands
and acknowledges that TI cannot ensure Ramtron a particular price, but TI has
provided Ramtron TI's general pricing assumptions. The Parties agree to
negotiate in good faith Wafer pricing. Until TI and Ramtron mutually agree
upon Wafer pricing, TI will have no obligation to accept Wafer purchase
orders and Ramtron will have no obligation to issue purchase orders. Any
price established pursuant to this Agreement shall be net of any credits to
which Ramtron may be entitled.
5.0 PAYMENTS AND SHIPPING.
5.1 Payment Generally. Payment terms for Wafers shall be net thirty (30)
calendar days after date of shipment if the destination is in the United
States, and thirty (30) calendar days after receipt if the destination is
outside the United States. Credit and payment terms may be changed or credit
withdrawn by TI if (a) Ramtron breaches this Agreement, (b) Ramtron files a
petition in bankruptcy or is adjudicated as bankrupt, or (c) a petition in
bankruptcy is filed against Ramtron and such petition is not discharged
within sixty (60) calendar days after such filing, or (d) Ramtron becomes
insolvent. If Ramtron fails to make any payment when due and does not remedy
such failure within twenty (20) business days after TI notifies Ramtron in
writing of such delinquency, TI may in its discretion suspend, in whole or in
part, its performance under this Agreement, including fulfilling any pending
purchase orders. TI's suspension of performance may result in rescheduling
delays.
5.2 Installments. TI may deliver Wafers in installments so long as the
delivery schedule is maintained consistent with TI's delivery obligations.
If Wafers are delivered in installments, Ramtron shall pay for each
installment in accordance with the terms of payment set forth above.
5.3 Taxes. All prices set forth in this Agreement do not include taxes.
Ramtron shall be solely responsible for payment of any and all international,
federal, state and local sales, use, value-added and excise taxes, any other
taxes or duties of any nature whatsoever assessed upon or with respect to the
services or equipment provided hereunder or otherwise arising from this
Agreement and the transactions contemplated hereby, except that items of tax
based in whole or in part on the income of a Party shall be the sole
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responsibility of such Party. Ramtron agrees to provide TI with duly
executed state sales tax exemption certificate(s) for any Wafers purchased by
Ramtron. In the event that Ramtron does not provide TI with the required
exemption certificate(s), TI will levy sales taxes as required by applicable
state law. Should TI be required to remit sales or use taxes on behalf of
Ramtron for any reason, Ramtron agrees to reimburse TI for all such amounts
without regard to any prior or planned transaction(s) between Ramtron and any
taxing authority. If Ramtron is required to withhold any amount of national
tax from its payment to TI, Ramtron shall promptly effect payment to the
appropriate tax authority and take all reasonable steps to minimize such
withholding taxes, including securing the minimum rates of withholding under
any income tax convention which the United States has with the country
imposing the withholding tax. Ramtron shall take all reasonable steps to
insure that such withholding tax qualify for use by TI of the U.S. Foreign
Tax Credit, including obtaining and providing TI with official tax receipts
(accompanied with an translation to English) of such country that identify TI
as the Party subject to the withholding tax.
5.4 Shipping. Incoterm 2000 terms and conditions for all Wafer shipments
shall be FCA Shipping Point. Ownership and liability for losses and damages
shall pass to Ramtron upon TI's delivery of such Wafers to a carrier for
shipment to Ramtron. Any subsequent losses or damages shall not relieve
Ramtron from its obligations. TI ESDs are estimates.
6.0 CHANGES IN THE SPECIFICATION.
6.1 Amendment Process. Any amendment to the Specification shall be valid
and binding only if effected by a written change order approved as
hereinafter set forth.
6.2 Ramtron Change Request. Ramtron may initiate a proposed Specification
change order by delivering to TI a written request for TI to prepare
information for submission to Ramtron detailing the likely effects of the
proposed change and cross-reference the portion of the Specification which is
proposed to be amended.
6.3 Specification Change Process. Upon receipt of a written request
pursuant to this Section 6.0, TI shall, within fifteen (15) business days,
prepare a good faith estimate of the effort and adjustments required to
complete the proposed Specification change order for Ramtron's review. Such
estimates shall be limited to those adjustments that TI reasonably requires
to implement the requested change and shall contain: (i) the change, if any,
to any applicable delivery dates; and (ii) the change, if any, to the Wafer
pricing and/or NRE as a result of such change order. Written approval from
Ramtron must be received by TI prior to implementation of such changes, and
will be referenced as revisions to this Agreement.
7.0 INSPECTION, ACCEPTANCE, FAILURE ANALYSIS AND RETURNS.
7.1 TI Testing. TI shall only be responsible for performing parametric
testing of the Wafers. TI shall not be responsible for testing any
individual devices.
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7.2 Ramtron Testing. Ramtron shall be responsible for performing Multi-
probe Testing.
7.3 Devices Failing Multi-probe Testing. If more than 50% of the FRAM
Devices fail Multi-probe Testing, then Ramtron shall notify TI by written
notice, which shall specify the number of FRAM Devices that failed and what
test these FRAM Devices Failed within fourteen (14) calendar days after
receipt by Ramtron shall be deemed accepted by Ramtron. TI reserves the
right to inspect Wafers rejected by Ramtron and upon TI's request; Ramtron
must demonstrate that rejected Wafers do not materially conform to the
applicable test program agreed to by the Parties for the Multi-probe Testing.
7.4 Yield. Once Product Qualification is achieved on the FRAM Device,
product yield will be calculated in accordance with the formula set forth in
Exhibit 5. The Parties agree that the yield agreement for any subsequent
Product Qualification will be calculated in a manner similar to the formula
set forth in Exhibit 5.
7.5 Device Packaging. Ramtron is responsible for singulating each die and
packaging/encapsulating the die.
8 WARRANTY.
8.1 Warranty. Subject to the terms of this Section 8, TI warrants that for
thirty (30) days after delivery, the Wafers will conform to TI's outgoing
Wafer specification document (QSS 004-104). Notwithstanding the foregoing,
TI shall not be liable for any defects that are caused by neglect, misuse or
mistreatment by an entity other than TI, including improper installation or
testing, or for any Wafers that have been altered or modified in any way by
an entity other than TI. Moreover, TI shall not be liable for any defects
that result from Ramtron's design, specifications or instructions for such
Wafers. The Wafers will be tested using the Multi-Probe Test Program.
8.2 Remedies. If any of the Wafers fail to conform to the warranty set
forth above, TI's sole liability will be either: i) the replacement of such
Wafers; or ii) a credit to Ramtron's account for such Wafers. TI's liability
under this warranty shall be limited to Wafers (i) as to which a non-
conformance is reported to TI's Customer Quality Engineer, in writing, during
the warranty period, (ii) that are returned during, or, as soon as
practicable after, the warranty period in accordance with the terms of this
Section 8 and (iii) that are determined by TI not to conform to such
warranty. If TI elects to replace such Wafers, TI shall have a reasonable
time to provide replacements.
8.3 NO ADDITIONAL WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN
THIS AGREEMENT, TI MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED CONDITIONS OR WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER
WARRANTY OBLIGATION ON THE PART OF TI.
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9.0 INDEMNIFICATION.
9.1 TI Indemnity for Manufacturing Process. Subject to Sections 9.3, 9.4
and 10 below, TI shall defend any proceeding brought against Ramtron to the
extent that the proceeding is based solely on a claim that the TI Specified
Technology provided by TI pursuant to this Agreement directly infringes any
duly issued United States, European Union or Japanese patent, copyright or
trademark and TI shall pay all damages and costs finally awarded therein
against Ramtron. In such case, the Parties agree that TI shall be (a) given
sole control and authority for resolving such proceeding, (b) promptly
informed and furnished a copy of each communication, notice or other action
relating to the alleged infringement and (c) given all information and
assistance (at TI's expense) necessary to defend or settle the proceeding.
TI shall have no liability for any costs, losses or damages resulting from
Ramtron's willful acts, or any settlement or compromise incurred or made by
Ramtron without TI's prior written consent. TI shall have no obligation to
defend and no liability for any costs, losses or damages, to the extent that
an infringement allegation is based upon: (i) Ramtron's use of the Wafers in
combination with any other product, software or equipment; (ii) Ramtron's
device structures and/or circuitry, (iii) Ramtron's use of the Wafers in a
manner or for an application other than for which they were designed or
intended, regardless of whether TI was aware of or had been notified of such
use; (iv) Ramtron's use of the Wafers in a manufacturing or other process;
(v) Ramtron's modifications to the Wafers and/or FRAM Devices; (vi) TI's
compliance with Ramtron's particular design, instructions or specifications;
or (vii) TI's compliance with any industry or proprietary standard or
Ramtron's use of the Wafers to enable implementation of any industry or
proprietary standard (such claims - i.e. those set forth in (i) through
(vii) above - are individually and collectively referred to herein as "Other
Claims"). Subject to Section 9.2 below, TI's obligations hereunder shall not
apply to any infringement occurring after Ramtron has received notice of such
proceeding or other communication alleging the infringement unless TI has
given written permission for such continuing infringement.
9.2 Alleged TI Infringement. If the TI Specified Technology used by TI to
make the Wafers for Ramtron is held to infringe any United States, European
Union or Japanese patent, copyright or trademark and the use of such TI
Specified Technology is enjoined, or if TI discontinues shipment pursuant to
Section 9.3 below because of an allegation about TI's manufacturing process,
including all processes up through probe (and not including packaging), TI
will use commercially reasonable efforts, at its option and at its expense,
to: (a) procure the right to continue using the TI Specified Technology
under this Agreement, or (b) modify such TI Specified Technology so that it
becomes non-infringing, replace such TI Specified Technology with a non-
infringing substitute otherwise complying substantially with all requirements
of this Agreement.
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9.3 Halted Sale by TI Under Threat of Infringement Allegation. If an
infringement by Ramtron or TI is alleged prior to completion of delivery of
the Wafers under this Agreement, and TI has a good-faith belief that the
halting of production activity is in the best interest of both Parties, TI
may decline to make further shipments without being in breach of this
Agreement. Should Ramtron have a good-faith belief that such infringement
claim is baseless, Ramtron may present TI with an opinion of competent patent
counsel setting forth the basis of its conclusions. In such event, TI
management agrees to consider Ramtron's good-faith opinion and, if
appropriate, promptly re-initiate production and sale under the Agreement.
9.4 Continuing Sale by TI Under Threat of Infringement Allegation. If an
infringement claim has been alleged but TI has not been enjoined from selling
the Wafers to Ramtron, Ramtron and TI may agree to opt for TI to continue
shipments whereupon the intellectual property and indemnity obligations
herein stated with respect to TI shall reciprocally apply to Ramtron. Ramtron
shall indemnify and hold TI harmless against any damages, liabilities or
costs finally awarded against TI or agreed to by Ramtron as settlement or
compromise, and will defend any claim, suit or proceeding brought against TI
insofar as such claim, suit or proceeding is based on an allegation arising
from Other Claims.
9.5 NO COMBINATION. THE SALE BY TI OF THE WAFERS ORDERED HEREUNDER DOES NOT
GRANT TO, CONVEY OR CONFER UPON RAMTRON, RAMTRON'S CUSTOMERS OR RAMTRON'S
PACKAGING SUBCONTRACTORS, OR UPON ANYONE CLAIMING UNDER RAMTRON, A LICENSE,
EXPRESS OR IMPLIED, UNDER ANY PATENT RIGHT, COPYRIGHT, MASK WORK RIGHT OR
OTHER INTELLECTUAL PROPERTY RIGHT OF TI COVERING OR RELATING TO ANY
COMBINATION, MACHINE OR PROCESS IN WHICH SAID WAFERS MIGHT BE OR ARE USED.
THE FOREGOING STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL
PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, IN REGARD THERETO.
10.0 INTELLECTUAL PROPERTY.
10.1 Ownership. Nothing in this Agreement shall alter either Party's rights
in and ownership to any of such Party's Intellectual Property Rights.
(a) Customer Data. To the extent Customer Data does not include TI or
third-party intellectual property, Ramtron shall retain sole title to
Customer Data, including any intellectual property rights therein.
(b) TI Technology. TI shall retain sole right and title to TI
intellectual property, including, without limitation, TI Specified
Technology, libraries, TI Standard Circuitries and models and TI's licensors
shall retain sole right and title to any third party intellectual property
provided by TI to Ramtron hereunder. Ramtron agrees that the use of the TI
Specified Technology, TI's device structures, TI's circuitry, any test
structures or other structures in the scribe streets, and/or the
incorporation of one or more TI Standard Circuitries (including macros and
gate arrays) into any integrated circuit designed pursuant to this Agreement
shall not alter in any way TI's rights in such TI Standard Circuitry and
shall not limit TI's freedom to use such TI Standard Circuitry, or any
particular grouping or arrangement of TI Standard Circuitries for the benefit
of itself or others.
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10.2 Mask Works. TI shall retain all right, title and interest in and to
any Mask Works, including the right to register such Mask Works under all
applicable statutes, and in the integrated circuit layout arising out of the
performance of this Agreement. Ramtron shall retain all right, title and
interest in and to the actual production mask(s) produced hereunder from TI's
Mask Works. TI agrees not to use the actual production mask(s) hereunder,
other than for the benefit of Ramtron. Specifically, TI agrees to
manufacture FM22L16 and/or any other FRAM Devices only for Ramtron.
10.3 Maintenance of Tooling. TI shall, at no additional charge to Ramtron,
maintain Tooling unique to Wafers for a period of not more than one (1) year
after TI's last shipment of such Wafers. Upon sixty (60) calendar days'
prior written notice to Ramtron, such Tooling may then be destroyed by TI.
TI reserves the right to negotiate compensation for additional retention and
maintenance of such Tooling.
10.4 License. To the extent authorized or permitted pursuant to existing
Ramtron licenses and agreements, Ramtron grants TI a worldwide, non-
sublicensable, royalty-free, fully paid-up, perpetual, non-exclusive,
nontransferable license under all of Ramtron's Wafer patents, copyrights,
mask works, and trade secrets to manufacture, have manufactured, import and
sell Wafers. The parties acknowledge and agree that no additional
consideration or performance by TI is required to validate or perfect this
license. Notwithstanding anything in the JDLA and this Agreement to the
contrary, TI may not sell to any third party any FRAM Device.
10.5 NO LICENSES. THE SALE BY TI OF A WAFER TO RAMTRON DOES NOT GRANT,
CONVEY OR CONFER A LICENSE, EXPRESS OR IMPLIED, UNDER ANY PATENT RIGHT,
TRADEMARK, COPYRIGHT, MASK WORK RIGHT OR ANY OTHER TI OR THIRD PARTY
INTELLECTUAL PROPERTY RIGHT COVERING OR RELATING TO ANY COMBINATION, MACHINE
OR PROCESS IN WHICH SUCH WAFER IS OR MAY BE USED.
11.0 LIMITATION OF DAMAGES.
IN NO EVENT SHALL TI'S LIABILITY ARISING OUT OF OR UNDER THIS AGREEMENT
EXCEED THE AMOUNTS PAID BY RAMTRON HEREUNDER, EXCEPT FOR CLAIMS ARISING OR
RESULTING FROM EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS
OF GOODWILL, OVERHEAD, COST OF COVER OR OTHER INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER
CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
12.0 CONFIDENTIAL INFORMATION.
12.1 Exceptions. Confidential Information does not include information
that:
(a) was publicly known at the time it was disclosed or becomes publicly
known through no fault or action of the receiving Party or any breach of any
confidentiality obligation,
Page-13
(b) was known to the receiving Party, without restriction, at the time
of disclosure, provided the receiving Party can demonstrate such prior
knowledge with adequate evidence,
(c) was independently developed by the receiving Party without any use
of the Confidential Information, provided that the receiving Party can
demonstrate such independent development with adequate evidence, or
(d) becomes known to the receiving Party, without restriction, from a
source other than the disclosing Party without breach of this Agreement by
the receiving Party and without, to the best of the receiving Party's
knowledge, breach of another agreement or otherwise in violation of the
disclosing Party's rights.
12.2 Obligations. Each Party agrees that it will (a) use the other Party's
Confidential Information only in connection with fulfilling its rights and
obligations under this Agreement, and (b) implement reasonable procedures to
prohibit the disclosure, unauthorized duplication, misuse or removal of the
other Party's Confidential Information and will not disclose such
Confidential Information to any third party, except as may be necessary and
required in connection with the rights and obligations of such Party hereto
under this Agreement. Each Party agrees to obtain executed confidentiality
agreements with its employees and contractors having access to Confidential
Information of the other Party and to diligently take steps to enforce such
agreements or be responsible for the actions of such employees and
contractors in this respect.
12.3 Exclusions. Notwithstanding the above, neither Party will be liable to
the other with regard to any Confidential Information that is:
(a) disclosed with prior written approval of the disclosing Party, or
(b) disclosed pursuant to the order or requirement of a court,
administrative agency, or other governmental body; provided that the
receiving Party provides sufficient advance notice of the required disclosure
to allow the disclosing Party a reasonable opportunity to seek a protective
order or otherwise prevent or limit such disclosure.
13.0 TERM, TERMINATION AND DEFAULT; MEDIATION OF DISPUTES.
13.1 Term. Except as otherwise set forth herein, this Agreement shall be
effective as of the Effective Date and shall continue for two (2) years (the
"Term"), unless terminated earlier by the agreement of both Parties. At the
expiration of the initial two (2) year period, this Agreement shall
automatically renew for additional periods of one (1) year, unless a Party
notifies the other Party, in writing, not less than thirty (30) days prior to
the expiration of the original two (2) year period or expiration of any
renewal period, of its desire to terminate this Agreement.
Page-14
13.2 Termination. This Agreement may be terminated by a Party for the
following reasons:
(a) Upon written notice if the other Party becomes bankrupt or
insolvent, suffers a receiver to be appointed or makes assignment for the
benefit of creditors;
(b) The other Party has committed a material breach of any terms of
this Agreement, where such material breach has continued without cure for a
period of thirty (30) days after notice from the non-breaching Party;
provided, however, that if the breach is not reasonably susceptible to cure
within a thirty (30) day period, then the breaching Party will have a
reasonable period of time to remedy such breach so long as it commences such
remedy promptly and continues to pursue such remedy diligently. Termination
of this Agreement will be without prejudice to any right or remedy of the
non-breaching Party hereunder. After termination of this Agreement for any
reason, TI shall at Ramtron's option destroy all tooling for which Ramtron
provided payment.
13.3 Mediation of Disputes. Whether or not legal action has been commenced
to enforce the terms hereof, in case of any dispute hereunder, each Party
agrees to make a member of its senior management available to meet and confer
from time-to-time with a member of senior management of the other in order to
attempt to preserve the relationship between the Parties and resolve any
dispute. For such purposes, each Party may select a member of senior
management who has not been directly involved in the matter in dispute and
who is not a practicing lawyer.
13.4 Survival. Section 3.7 (Buffer Inventory), Section 3.8 (Obsolescence
and Life-Time Buys), Section 5.1 (Payment Generally), Section 7.4 (Yield),
Section 8.0 (Manufacturing Warranty), Section 9.0 (Indemnification), Section
10.0 (Intellectual Property), Section 11.0 (Limitation of Damages), Section
12.0 (Confidential Information), Section 13.4 (Survival), and Section 14.0
(Miscellaneous) of this Agreement shall survive termination or expiration of
this Agreement.
14.0 MISCELLANEOUS.
14.1 Compliance with Laws. Each Party represents that it will carry out all
of its activities hereunder in full compliance with applicable laws.
14.2 Force Majeure. TI shall not be liable for any delay in performance or
failure to perform, in whole or in part, the terms of this Agreement due to
contingencies or causes beyond its reasonable control, including but not
limited to, labor dispute, strike, labor shortage, war or act of war (whether
an actual declaration is made or not), act of terrorism, insurrection, riot
or civil commotion, act of public enemy, accident, fire, or flood, act of
God, act of any governmental authority, judicial action, or short or reduced
supply of fuel or raw material, or technical failure, where TI has exercised
ordinary care in the prevention thereof, and any such delay or failure shall
not be considered a breach of this Agreement. In the event of a shortage of
materials, goods or capacity, TI may allocate production and deliveries of
the Wafers in a reasonable manner to be determined by TI.
Page-15
14.3 Relationship of the Parties
(a) Neither Party shall have, or shall represent that it has, any
power, right, or authority to bind the other Party, or to assume or create
any obligation or responsibility, express or implied, on behalf of the other
Party or in the other Party's name.
(b) Each Party is an independent contractor, nothing in this Agreement
shall be construed as constituting Ramtron, Ramtron and TI as partners, joint
venturers, or as creating the relationships of employer and employee,
franchiser and franchisee, master and servant, principal and agent, or any
other form of legal association that would impose liability on one Party for
the act or failure to act of the other Party.
(c) An employee of one Party shall not be considered, for any purpose,
an employee of the other Party. To the extent this Agreement involves work
by one Party on the premises of the other Party, each Party shall instruct
and require its respective visiting employees to observe and obey all rules,
policies and procedures in effect at the facilities of the other Party.
14.4 Notices. All notices required or permitted under this Agreement will
be in writing and will be deemed given when (i) delivered personally; (ii)
sent by confirmed telex or facsimile; (iii) sent by registered or certified
mail, return receipt requested, postage prepaid; (iv) deposited with a
commercial overnight carrier specifying next day delivery, with written
verification of receipt; or (v) sent by confirmed electronic mail as follows:
If to TI to: If to Ramtron to:
Texas Instruments Incorporated Ramtron International Corp.
General Counsel General Counsel
00000 XX Xxxxxxxxx, XX 0000 0000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000 Xxxxxxxx Xxxxxxx, XX 00000
Phone: 000-000-0000 Phone: 000-000-0000
Fax: 000-000-0000 Fax: 000-000-0000
With a copy to:
Xxxx X. Xxxxxxx, Esq.
Xxxx Xxxxx, LLP
0000 00xx Xxxxxx - 0xx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Such notices shall be deemed served when received by addressee or, if
delivery is not accomplished by reason of some fault of the addressee, when
tendered for delivery. Either Party may give written notice of a change of
address and, after notice of such change has been received, any notice or
request shall thereafter be given to such Party at such changed address.
Page-16
14.5 Entire Agreement; Modification of Agreement. This Agreement, and all
of its referenced exhibits, sets forth the entire understanding and Agreement
between the Parties as to the subject matter of this Agreement, and
supersedes all prior discussions, representations, and writings with respect
to the subject matter hereof. No discussions, representations or writings,
whether prior to or subsequent to execution of this Agreement, shall be
effective to modify this Agreement, unless such addition or modification is
in writing and duly executed as an amendment hereto by authorized
representatives of each Party.
14.6 Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas, excluding any that direct a
choice of law other than as expressly chosen by the parties. This Agreement
shall not be governed by the United Nations Convention on Contracts for the
International Sale of Goods, or by the Uniform Computer Information
Transactions Act (UCITA). This Agreement will be interpreted fairly in
accordance with its terms and without any strict construction in favor of or
against either Party.
14.7 Assignment. Neither Party may directly or indirectly sell, assign,
transfer, pledge, encumber or otherwise dispose of this Agreement, without
the prior written consent of the other Party, and such consent shall not be
unreasonably withheld. Notwithstanding the foregoing, TI may cause one or
more of its subsidiaries to perform its obligations under this Agreement,
provided that no such delegation shall serve to excuse, terminate, or
otherwise limit the continuing obligations of TI hereunder. Any attempted
assignment in violation of this clause shall be null and void.
14.8 Termination Upon Change of Control.
(a) TI Change of Control. In the event of (i) a change in control of
TI or TI's parent Entity, where such control is acquired, directly or
indirectly, in a single transaction or series of related transactions, or
(ii) all or substantially all of the assets of TI are acquired by any entity
or (iii) TI is merged with or into another entity to form a new entity, then
at any time within twelve (12) months after the last to occur of such events,
Ramtron may at its option terminate this Agreement by giving TI at least
ninety (90) days prior notice and designating a date upon which such
termination shall be effective; provided, however, that if such change in
control of TI is to a direct competitor of Ramtron, Ramtron may terminate
the this Agreement by giving TI at least ten (10) days prior notice, and the
new parent of TI or the surviving entity shall be prohibited from any contact
with the Confidential Information of Ramtron and any and all other
information about the Ramtron account, including discussions with employees,
representatives, contractors, and agents of Ramtron, or subcontractors of
Ramtron affiliates regarding this Agreement.
Page-17
(b) Ramtron Change of Control. In the event of a change of control of
Ramtron or the business unit of Ramtron which is served by this Agreement (as
change of control or any of the other corporate changes occur to Ramtron in a
manner similar to that defined for TI in 14.8(a) above) and the acquiror (of
control and/or assets) and/or combination partner is a competitor of TI,
specifically with respect to a direct semiconductor chip competitor of TI, TI
may terminate this Agreement by giving Ramtron at least ninety (90) days
prior notice and designating a date on which such termination shall be
effective, and the acquiror, new parent of Ramtron or the surviving entity
(as the case may be) will be prohibited, commencing upon Ramtron's or such
surviving company's receipt of such notice, from any contact with, or use of,
TI Confidential Information and any and all other information about TI,
including discussions with employees, representatives, contractors and agents
of TI, or subcontractors of TI and TI affiliates regarding this Agreement.
14.9 Savings Clause. Ramtron or TI's failure to perform their respective
responsibilities under this Agreement shall be excused if and to the extent
such non-performance is caused by the material breach of the material
obligations specified in this Agreement, but only if (a) the non-breaching
party immediately notifies the alleged breaching party of such failure to
perform and its inability to perform under such circumstances, (b) the
alleged defaulting party is provided a reasonable opportunity to correct such
material breach and thereby avoid such non-performance, and (c) such party
reasonably attempts to avoid or mitigate the impact of such material breach.
14.10 Waivers. Failure of either Party to enforce any term of this
Agreement shall not be deemed or considered a waiver of future enforcement of
that or any other term in this Agreement. The Parties agree that no term of
this Agreement may be considered waived and no breach excused by either Party
unless made in writing and signed by an authorized representative of the
other Party. No consent, waiver, or excuse by either Party constitutes a
subsequent consent, waiver or excuse.
14.11 Severability. If for any reason a court of competent jurisdiction
finds any provision of the Agreement to be unenforceable, that provision will
be enforced to the maximum extent possible to effectuate the intent of the
parties and the remainder of the Agreement will continue in full force and
effect.
14.12 Language Interpretation. In the interpretation of this Agreement,
unless the context otherwise requires, (a) words importing the singular shall
be deemed to import the plural and vice versa, (b) words denoting gender
shall include all genders, (c) references to persons shall include
corporations or other bodies, and vice versa, (d) references to Parties,
Sections, schedules, addenda, paragraphs, articles and exhibits shall mean
the Parties, Sections, schedules, addenda, paragraphs, articles and exhibits
of and to this Agreement, and (e) periods of days, weeks or months shall mean
calendar days, weeks or months.
14.13 Headings. Article and Section headings are included solely for
convenience, are not to be considered a part of this Agreement, and are not
intended to be full and accurate descriptions of their contents.
Page-18
14.14 Counterparts of Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
14.15 No Third-Party Beneficiaries. Nothing contained in this Agreement
shall be construed to give any person other than Ramtron and TI (and each
Party's respective successors) any legal or equitable right, remedy or claim
under or with respect to this Agreement.
14.16 Export.
(a) For purposes of compliance with applicable export control laws and
regulations, Ramtron hereby warrants and represents to TI that Ramtron is
designing each Wafer for use in a FRAM application. Ramtron also warrants
and represents that each Wafer designed by Ramtron and manufactured by or for
TI pursuant to this Agreement will not be used in any military, missile,
chemical, biological or nuclear application, or as a component in any
equipment that is used in a military, missile, chemical, biological or
nuclear application. Ramtron further agrees that if the specific application
identified herein should change, Ramtron will immediately notify TI in
writing and provide specific details regarding such new application.
(b) Ramtron acknowledges and agrees that unless prior authorization is
obtained from the U.S. Department of Commerce, Ramtron shall not export,
re-export, or release, directly or indirectly, any technology, technical
data, software, or software source code (as defined in Part 772 of the Export
Administration Regulations of the U.S. Department of Commerce ("EAR")),
received from TI, or export, re-export, or release, directly or indirectly,
any direct product (including Wafers) of such technology, software, or
software source code (as defined in Part 734 of the EAR), to any destination
or country to which the export, re-export or release of such technology,
technical data, software, software source code, or direct product is
prohibited by the EAR. The assurances provided for herein are furnished to
TI by Ramtron in compliance with Part 740 (Technology and Software Under
Restriction) of the EAR. Ramtron is complying with this Section to the best
of its ability and knowledge, but agrees to accept full liability in the
event of any and all violations that may arise hereunder.
14.17 Publicity. Neither Party shall publicly announce or disclose the
existence of this Agreement without the prior written consent of the other
Party. Neither Party will use the other Party's name in connection with the
promotion of any Wafer hereunder without such other Party's prior written
consent.
14.18 Governing Language. Any construction or interpretation of this
Agreement shall use the English language as spoken in the United States. If
this Agreement is translated into another language, the version in English
shall control over such translation.
14.19 Exhibits. The following is the list of Exhibits which are attached
hereto and are hereby incorporated into this Agreement by reference:
Page-19
Exhibit 1: Estimated Schedule and Wafer Run Date
Exhibit 2: Pricing; Material Order; Cycle Time, Testing, and Photomasks
Exhibit 3: Parametric Values
Exhibit 4: Ramtron Product Definition
Exhibit 5: FM22L16 Yield Formula
Exhibit 6: TI Libraries
14.20 Should any provision of this Agreement conflict with the JDLA, the
terms of this Agreement shall control.
In Witness Whereof, the Parties hereto have caused this Agreement to be
signed by duly authorized officers or representatives as the date first above
written.
Texas Instruments Incorporated Ramtron International Corporation
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------- ----------------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President Title: Chief Executive Officer
Date: February 27, 2007 Date: March 6, 2007
Page-20
Exhibit 1
Estimated Schedule and Wafer Run Rate
**
Page-21
Exhibit 2
Pricing; Material Order; Cycle Time; Maximum Wafer Production; and Buffer
Inventory
Section 1. Wafer Price
The order date refers to the traditional calendar quarter. The wafer price
referenced immediately below is the maximum amount paid to TI by Ramtron
during the referenced order date for each 200mm wafer.
**
Section 2. Minimum Orders
Minimum Order.
The minimum wafer order per month is shown below:
**
If Ramtron does not order the minimum number of wafers during a given month,
TI will invoice Ramtron for an amount equal to the minimum number of wafers
that Ramtron should have ordered as set forth above.
Minimum Lot Size
**
Section 3. Lot Cycle Time and Hot Lots:
Cycle Time:
The normal fab cycle time is ** from requested lot start date to lot
shipment. The requested lot start date will be submitted in a purchase order
to TI by the 20th day of the preceding month.
Hot Lots:
For the additional charge set forth below, Ramtron may request that TI will
place priority status on the lots to accelerate processing. Should TI in its
discretion accept such payment, TI shall complete the fab cycle time in the
referenced time period:
**
Page-22
Section 4. Maximum # Wafers Produced per Month
As a result of existing tool limitations, and in consideration of the
promises set forth in this Agreement, a maximum of ** will be initially
dedicated by TI for production of Ramtron Wafers. If additional lots are
desired, TI will make every effort to meet the request. The maximum wafer
run rate may increase with certain manufacturing enhancements and will be re-
evaluated annually.
Section 5. Maximum and Monthly Buffer Inventory
As a result of existing tool limitations, ** may be kept in the CONT bank
buffer inventory (safety stock). This maximum buffer inventory may increase
with certain manufacturing enhancements and will be re-evaluated annually.
** Buffer Inventory wafers are the responsibility of Ramtron. Ramtron
will provide a suggested buffer inventory within their monthly start request.
Notwithstanding anything in this Agreement to the contrary, TI shall notify
Ramtron on a periodic basis (consistent with Section 3.7 herein) on the
number of Wafers maintained in the Buffer Inventory and Ramtron may verify
such number with TI.
Page-23
Exhibit 3
Parametric Values
**
Table 3.1. Summary of key electrical CMOS parameter values measured on the
product wafers following wafer processing.
**
Table 3.2. Summary of key electrical CMOS parameter values measured on the
product wafers following wafer processing.
**
Table 3.3. Summary of key electrical Ferroelectric Capacitor parametric
values measured on the product wafers following wafer processing.
(Electrical values must be in the defined specification range to be sold.)
Page-24
Exhibit 4
Ramtron Product Definition
"Ramtron Products" are defined as:
1. Stand-alone FRAM memory including clock circuitry, circuitry necessary
for the reading from, writing to, and erasing of bits from the FRAM memory,
circuitry necessary for testing, configuring, and repairing the FRAM memory,
and additional circuitry consisting of a maximum number of transistors
according to Schedule 1.1.
**
2. Ramtron products also include FRAM memory, formed on a semiconductor
substrate common with a microcontroller or microprocessor and utilizing no
more than the maximum number of metal levels according to Schedule 2.1.
**
3. Ramtron products formed on a semiconductor substrate common with a
microcontroller or microprocessor may not be marketed using literature that
characterizes it specifically as a digital signal processor or DSP, but DSP-
like features may be specified and stated as such.
4. Ramtron products including FRAM memory formed on a semiconductor
substrate common with a microcontroller or microprocessor may have a maximum
word width that is limited according to Schedule 3.1.
**
The above definition and limitations of Ramtron products apply only to
products that are manufactured by TI.
Xxxx-00
Xxxxxxx 0
XX00X00 Xxxxx Xxxxxxx
**
1. Ramtron will measure Wafer yield within fourteen (14) calendar days of
receipt of Ramtron Wafer shipment from TI.
**
2. Ramtron will provide TI with the written Wafer yield results described
directly above within seven (7) days of the collection of such yield data.
3. At TI's sole discretion, Wafers may be re-probed by TI in order to verify
the Ramtron reported yields ("Verified Yield").
4. TI and Ramtron will mutually agree upon the probe program to be used by
the Parties.
5. If the yield floor falls below the value listed above for the applicable
averaging period, Ramtron will be entitled to a credit for a pro-rated
portion of the Wafer purchase price.
**
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Exhibit 6
TI Libraries
**
Page-27
