Exhibit 10.104


 


CONFIDENTIAL TREATMENT REQUESTED BY


CATALYST SEMICONDUCTOR, INC.


 


[***]  Certain portions denoted with an
asterisk have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 


WAFER
SUPPLY AGREEMENT


 


This Agreement, made and
entered into this 11th day, June 2008 by and between :


 


(1)             OKI Electric Industry Co., Ltd., a
corporation organized and existing under the laws of Japan, having its
registered head office at 7-12, Toranomon 1-chome, Minato-ku, Tokyo 105, Japan
(hereinafter referred to as (“OKI”), and


 


(2)             Catalyst Semiconductor Inc., a corporation
organized and existing under the laws of the State of Delaware, U.S.A., having
its principal office at 2975 Stender Way, Santa Clara, CA 95054,, U.S.A. (“CSI”),


 


Witnesseth:


 


WHEREAS, OKI is engaged, inter alia, in the design, development,
manufacture and sale of various semiconductor devices; and


 


WHEREAS, CSI is engaged in the design, development and sale of certain
analog/mixed-signal solutions and nonvolatile memory products; and


 


WHEREAS, CSI wishes to be supplied with the wafers of certain
semiconductor devices manufactured by OKI and OKI is willing to supply such
wafers to CSI.


 


NOW, THEREFORE, the parties agree as follows;


 


CHAPTER
1.  DEFINITIONS


 


Article 1.                (Definitions)


 


When used throughout this Agreement, each of the following terms shall
have the meaning indicated below:


 


1.1              PRODUCTS:  Any and all IC products which are planned and
designed by CSI.


 


1

















 


1.2              WAFERS:  Probed or non-probed five (5) inch and
/or six (6) inch silicon wafers which contain the chips or circuits of the
PRODUCTS and meet the COMMON SPECIFICATIONS.


 


1.3              COMMON SPECIFICATION:  The specifications as the inspection standards
with respect to the quality, quantity and other necessary  conditions for
the WAFER production in accordance with OKI PROCESS TECHNOLOGY which shall be
separately agreed by the both parties.


 


1.4              SUBSIDIARY:  Any corporation, company or other entity in
which OKI or CSI, as the case may be, owns and/or controls, directly or
indirectly, now or hereafter, more than fifty percent (50%) of the outstanding
shares of stock entitled to vote for the election of directors or their equivalents
regardless of the form thereof; provided, however, that any entity which would
be a SUBSIDIARY by reason of the foregoing shall be considered a SUBSIDIARY
only so long as such ownership or control exists.


 


CHAPTER 2.
SUPPLY OF WAFERS


 


Article 2.                (Sale and
Purchase of WAFERS)


 


2.1              CSI shall purchase from OKI, and OKI
shall sell to CSI, the WAFERS of PRODUCTS pursuant to the terms and conditions
of this Agreement, which shall be non-probed WAFERS


 


2.2              The WAFERS sold hereunder shall be
processed at such plant or plants of OKI and/or its SUBSIDIARY as may be agreed
by OKI and CSI.


 


2.3              The sale of OKI and purchase by CSI of
the WAFERS may be made by any SUBSIDIARY of OKI or CSI.


 


2.4              CSI may resell the PRODUCT which was
purchased from OKI in the form of finished products or dies, but shall not
resell any of them in the form of a wafer except to the customers who use the
WAFERS for the hybrid application.


 


2

















 


2.5              OKI shall provide
CSI with the necessary process technology information for the CSI’s design
work.


 


Article 3.                (Mask Tooling
Sets)


 


3.1              CSI shall place purchase orders with OKI
for the mask tooling sets for WAFERS of any PRODUCT in written form which shall
state model name (number) and the price mutually agreed upon. The data-base for
mask-making will be supplied by CSI to OKI free of charge in such format as
shall be agreed upon by OKI and CSI.


 


3.2              OKI may examine the data-base upon
receipt.  If upon such examination the
data-base is found to be defective or not in conformance with the
specifications as mutually agreed, OKI shall immediately notify CSI in detail
as to such defects or nonconformity, and CSI will either provide a corrected
data-base and/or request a return of the defective data-base at CSI’s expense
for correction.


 


3.3              OKI shall complete making the mask
tooling set for the first processing within four (4) weeks after the
receipt of the correct data base from CSI unless otherwise agreed upon by both
parties.


 


3.4              Payment terms for the mask tooling sets
set forth under Section 3.1 above shall be net 45 days.


 


Article 4.                (Pilot
Production and Minimum Order Quantity)


 


4.1              ENGINEERING LOTS


 


4.1.1           For the ENGINEERING LOTS, CSI shall
place an order with OKI at minimum twelve (12) WAFERS as one (1) lot or
the multiples of twelve (12) per each PRODUCT, provided, however, that OKI shall
not be required to engage in more than two (2) runs per month with a
maximum of three (3) PRODUCTS at any time). CSI may request, and upon
request by CSI OKI shall accept to split the one lot to several groups in the
production process for the evaluation purpose.


 


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4.1.2           The output will be shipped to CSI if the
WAFER output is not less than nine (9) WAFERS per Lot of input quantity.
If the WAFER output is less than nine (9) WAFERS per Lot of input
quantity, OKI will inform CSI of the output quantity of the WAFERS and if CSI
requires to have the shortage covered, OKI will re-input the WAFERS to cover
the shortage of quantity.


 


4.1.3           Such quantity for ENGINEERING LOTS
shall be counted in as part of the allocation foundry capacities provided in Section 4.2.3and
4.2.4 below.


 


4.2              VOLUME PRODUCTION


 


4.2.1           For the VOLUME PRODUCTION, CSI shall place
an order in a written form three months prior to the delivery date with OKI at
minimum of forty-nine (49) WAFER at M2 plant, fifty (50) WAFER at M3 plant
starts (one (1) lot) or multiples thereof per each PRODUCT and OKI will
ship the WAFERS in quantities not less than forty (40) WAFERS per Lot of the
quantities ordered. In the event that quantity of good outputs of the WAFER per
Lot does not reach forty (40) WAFERS, OKI agrees to further process WAFERS in
quantity of Lots agreed by both parties and sell the WAFERS so processed. The delivery
schedule for such additional supply shall be separately agreed upon by both
parties.


 


4.2.2           CSI shall not cancel
nor change any order.


Notwithstanding foregoing, in the event that the delivery of the WAFERS
from OKI to CSI is delayed more than thirty (30) days from the original
delivery schedule, OKI and CSI shall discuss in good faith whether or not the
order may be cancelled.


 


4.2.3           During OKI’s any subsequent fiscal year, the
maximum volume of allocation to CSI of the foundry capacities of OKI shall be
agreed upon between OKI and CSI no later than six (6) months prior to the
start of each such fiscal year.


 


4.2.4           The orders of CSI for the VOLUME PRODUCTION
shall be based on and subject to the forecasts provided in Article 5
below.


 


4.3.             CSI shall submit to OKI a purchase order
(the “PO”) for the WAFERS which shall be substantially in line with the
provisions of Article 5.  All PO’s
shall be 


 


4

















 


subject to acceptance by OKI through issuance of a written confirmation
within five (5) business days of receipt of the PO.


 


Article 5.                (Forecasts)


 


5.1              During the term of this Agreement, CSI
shall provide OKI on or before the fifth (5th) day of each calendar month a
written forecast of its requirements of the quantity of the WAFERS of each
PRODUCT to be manufactured and delivered within the period of the following six
(6) calendar months which shall fall within the effective term of this
Agreement.


 


5.2              In each of the forecasts the initial
three (3) months shall be firm and CSI may increase or decrease the
quantity of the last three (3) months of the forecast upon consent of OKI.


 


Article 6.                (Delivery)


 


6.1              The term of delivery of the WAFERS shall
be FCA Miyazaki airport (as such terms are defined in Incoterms 2000).


 


6.2              The title and risk
of loss relating to the WAFERS delivered by OKI to CSI shall transfer from OKI
to CSI at such time and point as provided in Incoterms 2000 relating to such
FCA terms. CSI shall have the right to designate a freight forwarder, subject
to OKI’s reasonable approval.


 


6.3              CSI may instruct OKI any place in the
world as the destination of the shipment of the WAFER upon the prior consent of
OKI.


 


Article 7.                (Packing)


 


OKI shall pack the WAFERS in accordance with the packing standards which
shall be set forth in the COMMON SPECIFICATIONS, and PCM data, JT data and
other necessary data specified in the COMMON SPECIFICATION shall be packed
together with. PCM data and JT data will be available also in digital format to
be transferred from OKI FTP site.


 


5

















 


Article 8.                (Test and
Inspection)


 


8.1              CSI shall conduct incoming inspection
according to the mutually agreed inspection standards.  This inspection shall be regarded as final in
terms of quality, quantity and other conditions of the WAFERS supplied to CSI.


 


8.2              CSI shall notify OKI of the result of
incoming inspection judgment within forty (40) days after the date of the
relevant bill of lading regarding shipment from OKI.  Should CSI fail to so notify within the said
forty (40) days, the shipment lot shall be deemed to have been accepted by CSI
excepting the case of process related failures revealed by sort or final test.


 


8.3              OKI shall not be held responsible for the
defects and failures which are attributable to the design, test and assembly by
CSI of the PRODUCTS.


 


8.4              OKI shall not be held responsible, other
than the warranty, for the defects, failures and yield problems of the
non-probed WAFERS, if the inspection and test results of the following items
meet agreed written specifications and/or standards mentioned above:


 


8.4.1                             Process
parameters


8.4.2                             Device
parameters


8.4.3                             Visual
quality inspections


 


Article 9.                (Notice of
Process Change)


 


OKI shall notify CSI in writing of major process changes which require
CSI’s change in data-base or which would affect the quality and reliability,
form, fit or function of the PRODUCTS ninety (90) days in advance. OKI shall
notify CSI of major process changes as soon as possible in order to avoid the rescheduling
of existing orders which might be caused by CSI’s requalification. Provided,
however, that in case of urgency OKI may make such major process change without
prior notice to CSI, but shall notify of such change promptly thereafter.


 


6

















 


Article 10.              (Price)


 


10.1            The prices of the WAFERS shall be stated in
Exhibit A. The price shall be reviewed once a year. Such discussion shall
be held in January every year to review the prices for the new fiscal year
starting from the first day of April in the same calendar year. The both
parties will consider the then prevailing wafer market prices for the
discussion. Notwithstanding foregoing, in the event of the drastic change of
the market condition, the both parties shall discuss in a good faith to review
the prices.


 


10.2            In the event of any direct or indirect
intervention of the Japanese, the United States and/or any other relevant
Governments, including the legislative, administrative and judicial branches thereof,
which may virtually or legally disallow a price at which WAFERS shall be
supplied, then OKI shall not be obligated to abide by such price without any
liability to CSI, and OKI and CSI shall promptly discuss to agree upon an
alternative permissible price.


 


Article 11.              (Payment)


 


11.1         CSI shall pay for WAFERS purchased under this
Agreement not later than forty-five (45) days after the date of the respective
invoice from OKI.  However, if, in OKI’s
sole judgment, any condition or conduct of CSI’s business renders these payment
terms inappropriate, OKI may, by written notice to CSI, require alternative
payment terms, such as payment in advance, cash on delivery, letter of credit,
etc., as OKI deems proper prior to the shipment of WAFERS.


 


11.2         Overdue/Past Due Accounts:  If payment on CSI’s account with OKI is
overdue, OKI may, without liability, cancel or reschedule any and all orders
CSI may have with OKI.  OKI may also,
without liability, withhold shipment of WAFERS to CSI until CSI’s account is
brought current and/or payment terms acceptable to Oki are established.  Past due accounts (i.e. payment due Oki for
forty-five (45) days or more) may be assessed a service charge at the rate of
eighteen per cent (18%) per annum on the outstanding delinquent balance or the
maximum rate permitted by law, whichever is the lesser rate.


 


7

















 


CHAPTER 3.
GENERAL PROVISIONS


 


Article 12.              (Warranty)


 


12.1            OKI warrants that the WAFERS sold to CSI
under this Agreement will conform to the relevant rules of COMMON
SPECIFICATIONS for six (6) months from the date of the relevant air way
bill.  OKI’s sole obligation under this
warranty is limited to replacing, any said WAFERS which shall, within such six (6) months
period, be found to be defective and which, at OKI’s instruction, are returned
to OKI’s manufacturing facility with transportation charges prepaid.  This warranty set forth herein shall not
extend to any defects which could have been discovered in the incoming
inspection provided in Article 8 and any defects attributable to CSI,
including without limitation, a defect of design of or misuse by CSI or its
customers.


 


Notwithstanding foregoing, in the event that the defect which is not
related to the COMMON SPECIFICATION is found in such six (6) months
period, and the defect is clearly attributed to OKI, OKI and CSI shall discuss
in a good faith to solve the problem.


 


12.2            Nothing in this Agreement shall be
construed as a warranty or representation by OKI that any WAFER supplied by OKI
to CSI under this Agreement will be free from infringement of any patent or
other intellectual property right regarding design and process integration of
any third party, and OKI shall not have any liability to CSI for such
infringement.


 


12.3            CSI will solve on its sole responsibility
and at its cost any problem of infringement or alleged infringement of patents
or other intellectual property rights which may be asserted against CSI by a
third party with respect to any WAFER fabricated and supplied to CSI by OKI
under this Agreement.  Upon CSI’s
request, OKI shall furnish CSI with reasonable assistance and provide
appropriate documentation, if available, to CSI in connection with any claim
under this Article 12.


 


12.4            EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN
THIS AGREEMENT, THE WAFERS ARE SUPPLIED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED 


 


8

















 


TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.


 


Article 13.              (Confidentiality)


 


13.1            Either party and its SUBSIDIARY shall not
use any Confidential Information or any other information acquired from the
other party in connection with this Agreement except solely for the purposes of
this Agreement. For the purpose of this Article, Confidential Information shall
mean technical information, KNOW-HOW or other non-public information which is
designated in writing, by appropriate legend, as confidential and, if disclosed
orally, which is confirmed in writing within thirty (30) days after oral
disclosure and designated, by appropriate legend, as confidential.


 


13.2            For a period of five (5) years after
the receipt of the other party’s Confidential Information, or during the
effective term of this Agreement, whichever may be longer, CSI and OKI shall
use a reasonable standard of care not to publish or disseminate to any third
party, except as otherwise provided herein, any of the other party’s Confidential
Information. The receiving party shall have no obligation with respect to any
Confidential Information received by it which the receiving party proves is:


 


13.2.1         Published or otherwise made available to the
public other than by a breach of this Agreement by the receiving party: or


13.2.2         Rightfully received by the receiving party
from a third party not obligated under this Agreement and without
confidentiality limitation: or


13.2.3         Approved in writing for release by the
disclosing party: or


13.2.4         Independently developed by the receiving
party: or


13.2.5         Known to the receiving party prior to its
first receipt of the same from the disclosing party: or


13.2.6         Hereafter disclosed by the disclosing party to
a third party without restriction on disclosure.


 


13.3            If any Confidential Information is disclosed
by the receiving party pursuant to the requirement or request of a governmental
or judicial agency or if the disclosure is required by operation of law, such
disclosure will not constitute a breach of this Agreement, provided that the
receiving party shall promptly notify 


 


9

















 


the disclosing party and consult with the disclosing party, and if
necessary, seek a protective order with respect thereto reasonably satisfactory
to the disclosing party to the extent available under applicable law.


 


13.4            Violation of any of the provisions under
this Article shall constitute a material breach of this Agreement.


 


13.5            If either party breaches any of the
provisions of this Article, then the non-breaching party shall have, in
addition to any other remedy, the right to injunctive relief, both parties
hereby acknowledging that such other remedies are inadequate.


 


Article 14.              (Term and
Termination)


 


14.1            The effective date hereof shall be the last
of (i) the date this Agreement is fully executed by both of the parties
hereto, or (ii) the date this Agreement is fully approved by both the
United States and Japanese Governments as required or (iii) the date OKI
and CSI take and complete all internal corporate actions necessary for the
authorization, execution, delivery and performance of all obligations of the
respective parties under this Agreement. 
After execution of this Agreement, OKI and CSI shall take appropriate
actions to promptly obtain all necessary governmental approvals. Each party
shall promptly notify the other party in writing of the date upon which this
Agreement has received the appropriate approvals from such party’s government.


 


14.2            Unless sooner terminated as provided
herein, this Agreement shall continue in full force and effect for a period of
five (5) years from the Effective Date, and thereafter shall be automatically
extended for successive periods of two (2) year each, unless either party
shall have otherwise notified to the other party in writing at least three (3) months
prior to the expiration of this Agreement or any extension thereof.


 


14.3            In the event that either party has
committed a material breach of this Agreement, the other party shall have the
right to terminate of this Agreement by giving thirty (30) days’ written notice
of termination specifying any alleged material breach or breaches, such
termination to become effective at the end of said period unless during said
period all material breaches specified have been remedied or waived.


 


10

















 


14.4            Either party shall also have the right to
terminate of this Agreement with immediate effect by giving written notice of
termination to the other party at any time upon or after the occurrence of any
of the following events with respect to such other party:


 


14.4.1        Insolvency, bankruptcy or liquidation or filing
of any application therefore which is not promptly removed or stayed;


14.4.2        Attachment, execution or seizure of
substantially all of the assets or filing of any application therefore which is
not promptly released or stayed;


14.4.3        Assignment or transfer of that portion of the
business to which this Agreement pertains to a trustee for the benefit of
creditors;


14.4.4        Disposition (other than pursuant to a corporate
reorganization) of that portion of the business or the material assets to which
this Agreement pertains; or


14.4.5        Termination of its business or dissolution.


 


14.5            In the events that OKI has to terminate a
process line, OKI will give CSI a 2 (two) year advance notice together with a
last time buy option.


 


14.6            In the event that OKI terminates this
Agreement due to the breach of CSI, and at the date of the termination OKI has
certain quantity of the WAFERS in inventory and/or in production process, OKI
has the right to sell such WAFERS to any third parties in any form without any
consent of CSI, provided that OKI can not sell such WAFERS to CSI due to the
reasonable reason.


 


14.7           No failure or delay on the part of either
party in exercising its right of termination hereunder for any one or more
causes shall be construed to prejudice its rights of termination for such cause
or any other or subsequent cause.


 


14.8            In the event of expiration or termination of this
Agreement, within thirty (30) days after expiration or termination of this
Agreement, either party shall immediately cease to use all information acquired
from the other party in connection with this Agreement and shall return to the
other party or destroy all the documents, materials and reproductions thereof
containing such information in accordance with the instruction of the other
party.


 


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14.9            The termination or expiration of this
Agreement shall not release either party from any liability which at said date
of termination has already accrued to the other party.


 


14.10          Notwithstanding any termination or expiration
of this Agreement, the provisions of Article 1, 11, 12, 13, Section 14.7,
14.8, 14.9, Article 15, 16, Section 17.12 and 17.13 shall survive
this Agreement.


 


Article 15.              (Export Control
Provisions)


 


Unless prior agreement is obtained from the Japanese government, CSI
shall not knowingly export or re-export, directly or indirectly, any WAFERS
supplied to CSI by OKI under this Agreement, any data relating to the technical
information furnished by OKI under this Agreement or any PRODUCT thereof, to
any country or countries to which export or re-export will violate any laws or
regulations of the Japanese government as now or may in the future be in
effect.


 


Article 16.              (Non-Disclosure)


 


16.1           CSI and OKI shall keep the terms and
existence of this Agreement confidential and shall not make disclosure thereof
to any third party except:


 


16.1.1        with the prior written consent of the other party,


16.1.2        to any governmental body having jurisdiction,


16.1.3        as otherwise required by law, or


16.1.4        to legal counsel of the parties.


 


16.2            Neither of the parties shall unilaterally
make any announcement of the formation and existence of this Agreement without
prior written consent of the other party.


 


12
















 


Article 17.              (Miscellaneous Provisions)


 


17.1            Entire
Agreement.  This
Agreement embodies the entire understanding of the parties as it relates to the
subject matter hereof and this Agreement supersedes any prior agreements or
understandings between the parties with respect to such subject matter.


 


17.2            Article Headings.  The article and section headings herein are
for convenience only and shall not affect the construction hereof.


 


17.3            Waiver.  Should either CSI or OKI fail to enforce any
provision of this Agreement or to exercise any right in respect thereto, such
failure shall not be construed as constituting a waiver or a continuing waiver
of its rights to enforce such provision or right or any other provision or
right.


 


17.4            No License.  Nothing contained in this Agreement shall be
construed as conferring by implication, estoppel or otherwise upon either party
hereunder any license or other right.


 


17.5            English
Language.  This
Agreement is in the English language only, which language shall be controlling in
all respects, and all versions hereof in any other language shall be for
accommodation only and shall not be binding upon the parties.


 


17.6            No Agency.  Nothing contained herein or done in pursuance
of this Agreement shall constitute either party the agent of the other party
for any purpose or in any sense whatsoever.


 


13

















 


17.7            Notices.  Any notice required or permitted to be given
by either party under this Agreement shall be deemed to have been given at the
time it is delivered in person or sent by registered airmail letter or by
telegram or telex or telefax (provided that in the case of telegram, telex or
telefax, a copy of the notice will promptly be delivered by registered airmail
letter) to the other party at the following respective addresses or such new
addresses as may from time to time be supplied hereunder.


 


	
   

  	
  To:

  	
  Oki Electric Industry Co., Ltd.

  
	
   

  	
   

  	
  550-1 Higashiasakawa-cho

  
	
   

  	
   

  	
  Hachioji-shi Tokyo 193-8550, Japan

  
	
   

  	
   

  	
  Attn: 

  	
  Akira Arimatsu

  
	
   

  	
   

  	
   

  	
  General Manager

  
	
   

  	
   

  	
   

  	
  Foundry Business Division

  
	
   

  	
   

  	
   

  	
  Silicon Solutions Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To:

  	
  Catalyst Semiconductor Inc.,

  
	
   

  	
   

  	
  2975 Stender Way,

  
	
   

  	
   

  	
  Santa Clara

  
	
   

  	
   

  	
  California 95054, U.S.A.

  
	
   

  	
   

  	
  Attn:

  	
  President & CEO

  



 


17.8            Invalidity.  If any provision of this Agreement, or the
application thereof to any situation or circumstance, shall be invalid or
unenforceable, the remainder of this Agreement or the application of such
provision to situations or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected; and each remaining provision
of this Agreement shall be valid and enforceable to the fullest extent
permitted by applicable law. In the event of such partial invalidity, the
parties shall seek in good faith to agree on replacing any such legally invalid
provisions with provisions which, in effect, will, from an economic viewpoint,
most nearly and fairly approach the effect of the invalid provision.


 


17.9            Assignment.  This Agreement and any rights herein shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
Neither party shall assign any of its rights or privileges hereunder 


 


14

















 


without
the prior written consent of the other party. 
The both parties shall not withhold such consent unreasonably.


 


17.10          Amendments.  This Agreement may not be extended,
supplemented or amended in any manner except by an instrument in writing
expressly referring to this Agreement and duly executed by authorized officers of
both Parties.


 


17.11          Force Majeure.  Either party shall be excused for failures
and delays in performance caused by war, declared or not, any laws,
proclamations, ordinances or regulations of the government of any country or of
any political subdivision of any country, or strikes, lockouts, floods, fires, explosions
or such catastrophes as are beyond the control or without the material fault of
such party (“Causes”).  Any party
claiming any such excuse for failure or delay in performance due to such Causes
shall give prompt notice thereof to the other party, and neither party shall be
required to perform hereunder during the period of such excused failure or
delay in performance except as otherwise provided herein.  This provision shall not,
however, release such party from using its best efforts to avoid or remove all
such Causes and such party shall continue performance hereunder with the utmost
dispatch whenever such causes are removed. In the event that the period of
excused performance continues for ninety (90) days, this Agreement may be
terminated by the affected party.


 


17.12          Indemnity.  Both parties agree that neither party shall
assume any responsibility or be liable for death or any injury or accident
which may occur to any personnel of the other party or the property of such
personnel during any visits to its facility, or otherwise.  Each party agrees to indemnify the other and
to hold such other party harmless from and against all liabilities, claims and
demands on account of  personal injuries (including death), or loss
or damage to property, arising out of or in any manner connected with the
visits of its personnel to such other party’s offices or facilities and
occasioned by the negligence of such personnel, and it shall defend at its own
expense any and all actions based thereon and shall pay all charges of
attorneys and all costs and other expenses arising therefrom.  Notwithstanding the foregoing, neither party
shall be liable to the other for incidental or consequential damages arising
from any action or inaction of such party or from any breach of this Agreement.


 


15

















 


17.13          Arbitration.  All disputes and differences between OKI and
CSI arising out of or under this Agreement shall be settled amicably through
negotiations.  In case such dispute or
difference cannot be settled amicably through negotiations, it shall be finally
settled by arbitration in San Francisco, California if initiated by OKI and in
Tokyo, Japan, if initiated by CSI pursuant to the Japan-America Arbitration
Agreement of September 16, 1952, by which each party is bound.  The award rendered by arbitrator(s) shall
be final and binding upon the parties hereto.


 


17.14          Governing Law.  This Agreement and matters connected with the
performance hereof shall be construed, interpreted, applied and governed in all
respects in accordance with the laws of the State of California in USA.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed in their respective corporate names by their duly
authorized representatives on the date written below.


 


 


	
  OKI ELECTRIC INDUSTRY CO.,
  LTD.

  	
   

  	
  CATALYST SEMICONDUCTOR
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Akira Arimatsu

  	
   

  	
  By:

  	
  /s/ Sorin Georgescu

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
      Akira
  Arimatsu

  	
   

  	
  Name:

  	
  Sorin Georgescu

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
     General
  Manager

  	
   

  	
  Title:

  	
  VP of Technology

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
     11 June,
  2008

  	
   

  	
  Date:

  	
  June 11, 2008

  
														



 


16

















 


EXHIBIT A


 


(Section 10.1)


 


Price


 


The
current price list of this Agreement is attached as follows:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  May 1, ’08 ~ Oct.

  	
   

  	
  May 1, ’08 ~ Oct.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  May 1, ’08 ~ Oct. 31,

  	
   

  	
  31, ‘08 (each)

  	
   

  	
  31, ‘08 (each)

  	
   

  
	
  Product

  	
   

  	
   

  	
   

  	
  ‘08 (each)

  	
   

  	
  F.O.B. – DDU to

  	
   

  	
  F.O.B. – DDU to

  	
   

  
	
  Type

  	
   

  	
  Note

  	
   

  	
  F.O.B. - FCA

  	
   

  	
  U.S.

  	
   

  	
  Thailand

  	
   

  
	
  5" Wafer Product

  	
   

  	
  101-150 lots

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  51-100 lots

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  0-50 lots

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  0-50 lots (Legacy products only)

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAT25C16A for Nikon

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  (average 5 lots/month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0.5um

  	
   

  	
  0~25 lots

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0.35um (6”)

  	
   

  	
  Production wafer

  	
   

  	
  $

  	
  [***}

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Engineering wafer

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0.35um (6”) Rubicon

  	
   

  	
  Production wafer

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Engineering wafer

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0.5um FG product

  	
   

  	
  Production wafer

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
   

  	
   

  	
  Engineering wafer

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 


From the next round of price negotiation, OKI
and CSI shall discuss and acknowledge that the dollar prices may be reflected
based on an exchange rate of USD/JPY (“Base Rate”). Then going forward, in the
event that a monthly average exchange rate at the Mizuho Bank in Tokyo on the
month which is three (3) months before the starting of the quarter of the
fiscal year (i.e. January, April, July, October) fluctuates more than 


 


 


17

















 


+5/-5% from the Base Rate, the prices for the
following quarter shall be adjusted by the exchange rate calculated by the
following formula:


 


Base
Rate (TBD) yen + (one-half of the difference between the Base Rate and the
monthly average exchange rate).


 


18