[*] Denotes information for which confidential treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.
SECOND AMENDMENT TO RESTATED DRAM LICENSE AND COOPERATION AGREEMENT
This Second Amendment to Restated DRAM License and Cooperation
Agreement ("Second Amendment") is entered into as of July 10, 1996, by and
between Alliance Semiconductor Corporation, a Delaware Corporation with its
principal offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, tel. (408)
000-0000; fax (000) 000-0000 (collectively, Alliance Semiconductor Corporation
and its Taiwan subsidiar(ies) will be referred to as "Alliance"), and United
Microelectronics Corporation, a Taiwan Corporation with its principal place of
business at Xx. 0 Xxxxxxxxxx Xxxx, Science Based Industrial Park Hsin-Chu City,
Taiwan, R.O.C., tel. (035) 782-258; fax (035) 774-767 ("UMC").
WHEREAS Alliance and UMC are parties to the Restated DRAM License and
Cooperation Agreement dated as of February 28, 1996, as amended by the Amendment
to Restated DRAM License and Cooperation Agreement (entered into as of March 26,
1996) (collectively "Restated DRAM Agreement"), and
WHEREAS Alliance and UMC [*], and
WHEREAS Alliance and UMC agree to again amend their Restated DRAM Agreement to
state the terms and conditions upon which [*] pursuant to the Restated DRAM
Agreement;
ACCORDINGLY, the Restated DRAM Agreement is amended as follows:
Paragraph 2.1(b) is amended to read in its entirety as follows:
"(b) UMC and Alliance shall [*] during the period from the date of
this Agreement until [*], pursuant to [*]:
(i) the [*];
(ii) [*]:
(aa) [*]; or
(bb) [*];
provided however that [*]; and
(iii) [*]:
--------------------------------- -------------------------------- --------------------------------- -------------------------------
[*] [*] [*] [*]
--------------------------------- -------------------------------- --------------------------------- -------------------------------
[*] [*] [*] [*]
--------------------------------- -------------------------------- --------------------------------- -------------------------------
[*] Denotes information for which confidential treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.
Notwithstanding anything to the contrary, for purposes of this Agreement, [*]
provided however that [*]; and provided further that in the event that [*].
Notwithstanding anything to the contrary, UMC shall [*] as required under
paragraph 3.2(b) of the Restated DRAM Agreement (as amended).
(iv) Notwithstanding anything to the contrary, to the extent [*]
For purposes of this paragraph 2.1(b)(iv), [*] as referred to in subpart
(b)(iv)(aa) of this paragraph 2.1.
Paragraph 2.6(d) is amended to read in its entirety as follows:
"(d) Notwithstanding anything to the contrary, [*] during the term
of this Agreement pursuant to the [*] of this paragraph 2.6 shall not be subject
to [*] above."
Paragraph 3.2(b) is amended to read in its entirety as follows:
(b) Within [*] after execution of this Agreement, and thereafter
[*], each party will [*], for all Alliance DRAM, Licensed DRAM, and for all
Derivative DRAM Technology, as well as all [*]. Without limiting the foregoing,
the parties contemplate that they will [*] throughout the term of this
Agreement, and, for the term of this Agreement, they will not [*] unless they
have [*] as required. Without expanding the scope of the above licenses, the
parties shall have the [*] contemplated under this Agreement. Notwithstanding
anything to the contrary, Alliance shall [*]
Paragraph 3.9 is amended to read in its entirety as follows:
"Notwithstanding anything to the contrary, [*] during the term of this
Agreement [*], provided however that if [*]."
The parties have duly authorized their respective undersigned
representatives to execute this Amendment and bind them to its terms as of the
date set forth above.
ALLIANCE UNITED MICROELECTRONICS
CORP.
/s/ N. D. Reddy /s/ Ingdar Liu
------------------------ ------------------------
Authorized Signature Authorized Signature
