Letterhead of IXYS Corporation appears here.
IXYS
Exhibit 10.3
WAFER FOUNDRY AGREEMENT
-----------------------
This Agreement ("Agreement"), dated June 21, 1995, is entered into by IXYS
Corporation ("IXYS"), a California Corporation having its principal place of
business at 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and Samsung
Electronics Co.,("Samsung") a Korean Corporation having its principal place of
business at Severance Building, 00-00, 0-Xx, Xxxxxxxxxx-Xx, Xxxxx-Xx, Xxxxx,
Xxxxx.
Recitals:
A. IXYS desires to obtain an additional source of fabricated Wafers for certain
of its MOSFET and IGBT products utilizing IXYS' own technology and Samsung's
own technology.
B. Samsung desires to profitably utilize existing wafer fabrication capacity
without the need to commit its own design, marketing and back-end
manufacturing resources.
Now, therefore, the parties agree as follows:
1.0 DEFINITIONS:
1.1 "Manufacturing Package" shall mean the product and process related
information set forth to "Exhibit A".
1.2 "Wafers" shall mean silicon wafers fabricated by Samsung using a Process as
defined based on IXYS' Manufacturing Package.
1.3 "Products" shall mean the IXYS integrated circuits to be manufactured in
wafer form under this Agreement.
1.4 "Production" shall mean the fabrication of Products under this Agreement
after qualification of those Products.
1.5 "Proprietary Information" shall mean any information proprietary to either
party and designated by that party as such, including but not limited to
the Manufacturing Package provided by IXYS, run travelers, process and
device information provided by Samsung, technical data provided in writing,
in machine readable format, orally, or visually, masks, plots and data
bases. In addition, the names and capabilities of each parties' employees
shall be considered "Proprietary Information"
1.6 "Process" shall mean the Wafer fabrication process flow as described in the
Manufacturing Package as implemented in Samsung's run travelers.
1.7 "Lot" shall refer to a group of wafers processed together through the line.
Such a lot will usually consist of 24 wafers.
1.8 "Effective Date" shall mean the signed date of this Agreement by both
parties.
2.0 SCOPE:
Upon IXYS' orders therefore, Samsung agrees to manufacture and sell, and
IXYS agrees to purchase the Product in accordance with the terms and
conditions hereof and purchase orders issued by IXYS. In case of conflict
or difference between this Agreement and IXYS' purchase order, this
1
Agreement shall control. Samsung shall fabricate the Product to the step of
electrical probe test according to IXYS' specifications and Samsung's
specifications contained in the Manufacturing Package.
3.0 PRODUCTION:
3.1 Mask sets for new product and new process pursuant to IXYS' requirements
shall be provided at IXYS' expense. Repairs and replacement of IXYS masks
at Samsung shall be at Samsungs expense.
3.2 Samsung shall be responsible for electrical die sort test on each mass
production Lot. Any discrepant Wafers against the specified ranges allowed
in the EDS specification provided by IXYS and agreed to by Samsung, may be
accepted by IXYS, scrapped immediately by Samsung before its shipping to
IXYS, or shipped to IXYS and dispositioned after further analysis. IXYS
shall not be charged for the mass production wafers so scrapped. Wafers
scrapped after receipt by IXYS, must be returned to Samsung for credit.
3.3 Samsung shall ship Production Lots to IXYS together with a copy of the
electrical probe summary for each lot.
3.4 Samsung must obtain IXYS' prior approval before changing manufacturing
sites for any of IXYS' Products where Samsung has been qualified, or where
IXYS is in the process of qualifying Samsung.
3.5 Samsung shall maintain seven (7) weeks fab cycle time from wafer input to
dock for production lots.
4.0 PURCHASE QUANTITY:
4.1 IXYS intends to order a minimum of 2000 five-inch equivalent wafers per
month and Samsung shall provide a minimum of 2000 five-inch equivalent wafer
capacity per month, including three (3) device engineering runs.
4.2 The minimum wafer quantities in Section 4.1 may be amended by mutual written
consent.
5.0 VOLUME FORECAST:
5.1 IXYS' Forecast
--------------
On a monthly basis, IXYS shall provide Samsung with a rolling six (6) month
forecast of IXYS' requirements for products from Samsung. IXYS shall submit
its forecast by the twenty-fifth (25th) calendar day of each month. IXYS
will also submit by the tenth (lOth) calendar day of each month, a forecast
for engineering lots. The first two (2) months of the forecast shall be a
firmly binding commitment which IXYS is obligated to purchase from Samsung
and Samsung is obligated to produce.
5.2 Samsungs response to forecast
-----------------------------
Subject to the provisions of Section 4.1, Samsung shall respond to IXYS'
forecast by the twenty-eighth (28th) calendar day of each month with its
commitment to produce the Products
2
forecasted for the two months. The forecast of month three (3) through six
(6) are provided to assist Samsung in planning for future capacity and may
be adjusted in the next forecast. Samsung will also respond to the
engineering forecast by the seventeenth (17th) calendar day of each month.
6.0 PURCHASE ORDER
The first two (2) months of IXYS' forecast equates to a firmly binding
purchase order.
7.0 SHIPMENT:
7.1 Samsung shall deliver the product bi-weekly to IXYS within the delivery
schedule provided by the response to forecast. In the case of delinquencies,
Samsung shall provide IXYS with a make up plan and make its best efforts to
expedite the shipment for the delinquency. A delinquency is any lot which
has not shipped within eight weeks of the fabrication start date.
7.2 All shipments shall be made CFR San Francisco, California, USA. Samsung
shall select the carrier and shall assume and pay transportation charges
provided that risk of loss of the product shall pass to IXYS upon delivery
of the product by Samsung to the designated carrier.
8.0 WARRANTY:
8.1 For six (6) months after delivery of each Wafer, Samsung warrants that:
a. each wafer has been subjected to and will satisfactorily pass the
electrical probe test programs for such Wafer identified by the parties.
b. each Wafer will be within the applicable test parameters set forth in
the Manufacturing Package for the Wafer for which such Wafer was
produces.
8.2 IXYS shall be entitled to return to Samsung any Wafer which fails these
tests, and to require Samsung to provide, at IXYS' option, either a refund,
a credit, or a replacement Wafer within sixty (60) days.
IN NO EVENT SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES WHETHER IXYS' CLAIM IS FOR BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE OR OTHERWISE. ALSO, SAMSUNG MAKES NO REPRESENTATION OR WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS,
whether used alone or in combination with other substances, unless otherwise
provided in this Agreement.
9.0 PAYMENT:
Payment for the product shall be made by an irrevocable confirmed letter of
credit payable at 30 days upon Samsungs delivery of the product to the
carrier. The letter of credit shall be opened simultaneously with IXYS'
generation of the purchase order in favor of Samsung through a bank
acceptable to Samsung. If IXYS fails to open the letter of credit in a
timely manner as provided herein, Samsung shall have no obligation to make
delivery of the Product.
3
10.0 REPORT:
Samsung shall provide to IXYS every Friday, a work in process (WIP) report.
11.0 OWNERSHIP AND RIGHTS:
Each party retains its own ownership and rights on the Proprietary
information provided to the other party. One party shall not use any
Proprietary Information of the other party for purposes other than pursuant
to this Agreement and disclose any Proprietary Information of the other
party to any third party without a prior written consent of the other
party. This Section 11.0 survives termination or expiration of this
Agreement for a period of three (3) years. Proprietary Information does not
include any information, technical data or know-how which:
a. is in the possession of or already known to the receiving party,
b. is disclosed to the receiving party by the third party having no
obligation to the disclosing party to keep the Proprietary
Information in confidence,
c. is independently derived or developed by the receiving party,
d. is or becomes publicly known through no fault of the receiving party,
or
e. is required to be disclosed by governmental authority or law.
12.0 TERM AND TERMINATION:
12.1 The term of this Agreement shall begin on the Effective date and will
continue until March 31, 1998 unless terminated earlier under this Section
12.0 of the Agreement.
12.2 One party may terminate this Agreement with a prior written notice to the
other party in the event the other party hereto shall:
- become insolvent or filed or have been filed a petition against it in
bankruptcy.
- be dissolved or liquidated or have a petition of dissolution or
liquidation entered by or against it.
- be subject to property attachment by court or governmental order
affecting its operation.
12.3 One party may unilaterally terminate this Agreement by giving ninety (90)
days prior written notice of termination if the other party commits a
material breach of this Agreement and if such party does not correct such
breach during the said ninety (90) days period.
12.4 Expiration or termination of this Agreement shall not release any party
from any liability which, at date of expiration or termination, has already
accrued to the other party. In the event of termination for any cause,
Samsung shall have an option to continue to perform and complete all work
in progress for which purchase orders have been accepted and IXYS shall
purchase from Samsung such Product and work in progress.
12.5 At termination or expiration of this Agreement, each party shall return or
destroy all Proprietary Information which is the property of the other
party. Shipment and customs to return such Proprietary Information are the
responsibility of the owning party. Any property which the owning party has
not requested two (2) calendar months after termination or expiration shall
be destroyed by the party possessing the property. The masks provided at
IXYS' expense under this Agreement are the property of IXYS.
4
13.0 SEMI-ANNUAL MEETING:
Samsung and IXYS management shall meet semi-annually during the second and
the last quarter of each calendar year to review this Agreement with
respects to pricing, volume commitment, applicable Products and Processes,
and the scope of manufacturing. This Agreement may be amended at those
meetings by mutual written consent. If, on or before the commencement of
each year, the parties are unable to agree on prices and minimum orders to
be applied the coming year for Products to be delivered, this Agreement
shall continue for such additional year at the prices and minimum order
volumes of the previous year.
14.0 GOVERNING LAW:
This Agreement shall be construed and governed according to the laws of the
State of California. For the purpose of construction in the subject matter
hereof, the laws of the State of California shall be applied if Samsung
claims or sues against IXYS: the laws of the Republic of Korea shall be
applied if IXYS claims or sues against Samsung.
15.0 ENTIRE AGREEMENT:
The terms and conditions herein contained constitute the entire agreement
between the parties and supersedes all previous agreements and
understandings, whether oral or written, between the parties hereto with
respect to the subject matter hereof and no agreement and no understanding
varying or extending the same shall be binding upon either party hereto
unless in a written document signed by the party to be bound thereby.
16.0 FORCE MAJEURE:
Neither party shall be liable in damages to the other or have the right to
cancel, for any delay or default in performing hereunder if such delay or
default is caused by conditions beyond its control, including but not
limited to acts of God, government restrictions, continuing domestic or
international problems such as wars or insurrections, strikes, fires,
floods, work stoppages and embargoes.
17.0 INDEMNIFICATION:
IXYS warrants that Samsung's use of any information or specification
furnished by IXYS or Samsung's Sales of the Products to IXYS will not
infringe any intellectual property right of any third party. In the event
that Samsung is subject to claim or suit on account of manufacturing and
selling the Products to IXYS, IXYS shall take over the defense of such
claim or action at its own expenses, and indemnify and hold Samsung
harmless in connection therewith.
5
18.0 EXHIBITS:
Exhibits as listed on the Exhibit Index form a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the Effective date.
IXYS Corporation Samsung Electronics Co., Ltd.
Signature: /s/ Xxxxxx X.Xxxx Signature: /s/ Xxxx Xxxx
-------------------------- --------------------
Printed: Xxxxxx X.Xxxx Printed: Deok Joon, Yang
Title: Vice President, Operations Title: Exc. Director
Date: June 21, 1995 Date: Feb 26, 1996
------------------------------- -----------------------------
6
EXHIBIT B
Prices effective with wafers started January 1, 1996
----------------------------------------------------
1. MP/IXYS- Mass production applying IXYS technology:
$240.00 per a wafer.
2. MP/SEC- Mass production applying Samsung technology:
$250.00 per a wafer.
IXYS Corporation Samsung Electronics Co., Ltd.
Signature /s/ Xxxxxx X. Xxxx Signature /s/ Xxxx Xxxx
------------------- ---------------------
Printed Name Xxxxxx X. Xxxx Printed Name Deok Joon, Yang
Title Vice President Title Exc. Director
Date June 21, 1995 Date Feb 26, 1996
------------------------ ---------------------------
AMENDMENT
---------
TO
--
WAFER FOUNDRY AMENDMENT
-----------------------
This Ammendment, dated March 28, 1996, is entered into by IXYS
Corporation("IXYS"), a California Corporation having its principle place of
business at 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and Samsung
Electronics Co.,("Samsung") a Korean Corporation having its principal place of
business at Severance Xxxxxxxx, 00-00, 0-Xx, Xxxxxxxxx-Xx, Xxxxx-Xx, Xxxxx,
Xxxxx dated February 26, 1996.
As defined in paragraph 4.1 and 12.1 of the WAFER FOUNDRY AGREEMENT(the"
Agreement") dated February 26, 1996, IXYS and SEC hereby amend the Purchase
Quantity and the Term in the Agreement.
Paragraph 4.1 is amended as follows:
4.l IXYS intends to order following volume of five-inch equivalent
wafers from SEC:
1996 - 30,000
1997 - 43,000
1998 - 56,000
1999 - 75,000
2000 - 90,000
Samsung intends to provide wafers as requested with a minimum of 5,000 five-inch
equivalent wafers per month to IXYS.
Both parties shall enter into discussion during the second quarter of every year
for the Agreement on the volume requirement for the following year. Thus next
discussion will be in the second quarter of 1997. The volume of the order from
IXYS and the volume supply from Samsung shall be reasonably even by month during
the year. The monthly volume shall include three(3) device engineering runs
Paragraph 12.1 is amended as follows:
12.1 The term of this Agreement shall begin on the Effective date and
will continue until December 3l, 2000 unless terminated earlier under the
Section 12.0 of the Agreement.
IXYS Corporation Samsung Electronics Co., Ltd.
Signature: /s/ Xxxxxx X. Xxxx Signature: /s/ Xxxx Xxxx
------------------------- -------------------------
Printed: XXXXXX X. XXXX Printed: Deok Xxxx Xxxx
---------------------------- ----------------------------
Title: VICE PRESIDENT OF OPERATIONS Title: Executive Director
------------------------------ ------------------------------
Date: MAR 28, 1996 Date: MAR 27, 1996
------------------------------- -------------------------------
AMENDMENT
---------
TO
--
WAFER FOUNDRY AGREEMENT
-----------------------
The WAFER FOUNDRY AGREEMENT (the "Agreement") dated June 21, 1995 is amended to
change IXYS from a California Corporation to a Delaware Corporation. Also,
SAMSUNG Semiconductor Incorporate ("SSI"), a USA corporation having its
principal place of business at 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx is
included with SAMSUNG, Korea in the Agreement with IXYS.
Paragraph 4.1 is amended as follows:
4.1 IXYS intends to order following volume of five-inch equivalent
wafer from SSI.
1998 - 72,000
1999 - 80,000
2000 - 100,000
2001 - 120,000
2002 - 150,000
SSI will provide wafers as requested by IXYS to the above forecast
Both parties shall enter into discusson during the second quarter of every year
for the Agreement on the volume requirement for the following year. Thus next
discussion will be in the second quarter of 1998. The volume of the order from
----
IXYS and the volume supply from SSI shall be reasonably even by month during the
year. The monthly volume shall include eight (8) device-engineering runs.
Paragraph 5.1 and 5.2 is amended and 5.3 is added as follows:
5.1 On a monthly basis,IXYS shall provide SAMSUNG with a rolling six
(6) month forecast of IXYS requirements for products from SAMSUNG.
IXYS shall submit its forecast by the twentieth (20th) calendar day
of each month. IXYS will also submit by the tenth (10th) calendar
day of each month, a forecast for engineering lots. The first two
(2) months of the forecast shall be a firmly binding commitment
which IXYS is obligated to purchase from SSI, and SSI is obligated
to produce.
5.2 Subject to the provisions of Section 4.1, SAMSUNG shall respond to
IXYS' forecast by the twenty-fifth (25th) calendar day of each
month with its commitment to produce the Products forecasted for
the two months. The forecast of month three (3) through six (6) is
provided to assist SAMSUNG in planning for future capacity and may
be adjusted in the next forecast. SAMSUNG will also respond to the
engineering forecast by the seventeenth (17th) calendar day of each
month.
5.3 Forecast of Engineering Run (ER) follows the same rule as the
Forecast of Product described in 5.1 and 5.2.
Paragraph 6.0 is amended as follows:
6.0 The first two (2) months of IXYS' forecast of Product and ER equate
to a firmly binding purchase order.
(continued on the next page)
AMENDMENT
---------
TO
--
WAFER FOUNDRY AGREEMENT
-----------------------
(CONTINUED)
Paragraph 12.1 is amended as follows:
12.1 The term of this Agreement shall begin on the Effective date and
will continue until December 31, 2002 unless terminated earlier
under the Section 12.0 of the Agreement.
IXYS CORPORATION SAMSUNG SEMICONDUCTOR, INC.
---------------- ---------------------------
BY: /s/ Xxxxxx X. Xxxx BY: /s/ XXXX XXXX
---------------------------------- --------------------------------
TITLE: Vice President Of Operations TITLE: Vice President
------------------------------- -----------------------------
DATE: March 11, 1998 DATE: March 13, 98
-------------------------------- ------------------------------
AMENDMENT
---------
TO
--
EXHIBIT B
----------
PRICING
PRODUCTION DEVICE UNIT PRICE
---------------------------------------------------------------------------------------
MP/IXYS (Mass Production applying IXYS technology) $203.00
MP/SEC (Mass Production applying SEC technology) $213.00
Engineering Wafer $270.00
Mass production lead-time will be at least seven (7) weeks.
END OF LIFE
-----------
If there are no mass production orders for a period of 6 months, SSI will issue
a last-time buy notification.
Customer will have 30 days to respond, after which time SSI will not be
responsible to accept additional orders.
IXYS CORPORATION SAMSUNG SEMICONDUCTOR, INC.
---------------- ---------------------------
BY: /s/ Xxxxxx X. Xxxx BY: /s/ XXXX XXXX
---------------------------------- --------------------------------
TITLE: Vice President Of Operations TITLE: Vice President
------------------------------- -----------------------------
DATE: March 11, 1998 DATE: March 13, 1998
-------------------------------- ------------------------------
AMENDMENT
---------
EXHIBIT C
---------
EIN PROCEDURE
To define our procedure for the new product and new process, IXYS and SAMSUNG
set up the EIN procedure and both parties shall follow this procedure. The basic
concept is that both engineering group shall be qualifying in advance to
evaluate and verify its production efficiency according to this procedure before
coming to a decision mass production (MP) release.
(Procedure Flow Chart for ER, MP)
SEC IXYS ACTION REQUESTED
----------
EIN 1. EIN Release from IXYS
Release
---------- 2. Confirmation in Engineering Site of SEC
3. Forecast and P/O (Purchase Order) release
------------ from IXYS
Engi-
neering 4. RTF (Return to Forecast) Release from SEC
Evalu
------------ 5. EDS Evaluation:
* In case ER: according to the rule for
---------- normal ER EDS test.
P/O
Release * In case Product: according to the rule
---------- for normal Product EDS test.
------------
RTF
Release
------------
IXYS CORPORATION SAMSUNG SEMICONDUCTOR, INC.
---------------- ---------------------------
BY: /s/ Xxxxxx X. Xxxx BY: /s/ XXXX XXXX
---------------------------------- --------------------------------
TITLE: Vice President Of Operations TITLE: Vice President
------------------------------- -----------------------------
DATE: March 11, 1998 DATE: March 13, 1998
-------------------------------- ------------------------------
