February 27, 2006 8-K/A Exhibit 10.1




Exhibit 10.1


 

 

 

 

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MASTER AGREEMENT

BETWEEN

SIPEX CORPORATION

And 

HANGZHOU SILAN MICROELECTRONICS CO., LTD. 

And

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD. 

 

 

DATED AS OF FEBRUARY 27, 2006

 

==================================================================








TABLE OF CONTENTS


	
 	
Page
	
Article 1 DEFINITIONS AND INTERPRETATION	
2 
	
 	
 
	
 	
 
	
 	
 
	
      1.1 Definitions	
2 
	
      1.2 Interpretation	
6 
	
 	
 
	
Article 2 DOCUMENTS AND ITEMS TO BE DELIVERED AT THE EFFECTIVE TIME	
6 
	
 	
 
	
      2.1 Documents to Be Delivered by Silan	
6 
	
      2.2 Documents to Be Delivered by Sipex	
7 
	
 	
 
	
Article 3 ADDITIONAL COVENANTS	
7 
	
 	
 
	
      3.1 Export and Import Controls	
7 
	
      3.2 Further Assurances	
8 
	
      3.3 Agreement for Exchange of Information	
8 
	
      3.4 Remedial Measures	
8 
	
 	
 
	
Article 4 CONFIDENTIALITY	
9 
	
 	
 
	
      4.1 Non-Use and Non-Disclosure	
9 
	
      4.2 Marking of Requirements	
9 
	
      4.3 Right of Inspection, Audit and Recommendation	
9 
	
      4.4 Return of Materials	
10 
	
      4.5 Required Disclosure	
10 
	
      4.6 No Restriction on Disclosing Party	
10 
	
      4.7 Third-Party Restrictions	
10 
	
      4.8 Confidentiality of Transaction Agreements	
10 
	
      4.9 Press Release	
11 
	
      4.10 Remedies	
11 
	
 	
 
	
Article 5 REPRESENTATIONS AND WARRANTIES	
11 
	
 	
 
	
      5.1 By Sipex	
11 
	
      5.2 By Silan	
12 
	
 	
 
	
Article 6 INDEMNIFICATION	
13 
	
 	
 
	
      6.1 Indemnification by Silan	
13 
	
      6.2 Indemnification by Sipex	
13 
	
      6.3 Procedures for Defense, Settlement and Indemnification of Third Party Claims	
13 



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      6.4 Additional Matters	
14 
	
      6.5 No Representation or Warranty	
14 
	
      6.6 Warranty Disclaimer and Limitation of Liability	
15 
	
      6.7 Survival of Indemnities	
16 
	
 	
 
	
Article 7 TERM AND TERMINATION	
16 
	
 	
 
	
      7.1 Term	
16 
	
      7.2 Termination of Agreement	
16 
	
      7.3 Effect of Termination	
19 
	
 	
 
	
Article 8 DISPUTE RESOLUTION	
19 
	
 	
 
	
      8.1 Conciliation Process	
19 
	
      8.2 Arbitration	
20 
	
      8.3 Remedies	
20 
	
 	
 
	
Article 9 MISCELLANEOUS	
20 
	
 	
 
	
      9.1 Stamp Duties	
20 
	
      9.2 Force Majeure	
21 
	
      9.3 Entire Agreement	
21 
	
      9.4 Governing Law	
22 
	
      9.5 Notices	
22 
	
      9.6 Counterparts	
23 
	
      9.7 Binding Effect; Assignment	
23 
	
      9.8 Severability	
23 
	
      9.9 Failure or Indulgence Not Waiver; Remedies Cumulative	
24 
	
      9.10 Amendment	
24 
	
      9.11 Currency	
24 
	
      9.12 Conflicting Agreements	
24 
	
      9.13 Language	
24 
	
      9.14 Parent Guarantee	
24 
	
      9.15 Sipex Guarantee	
25 




Exhibits


Exhibit 1Master List of Defined Terms

                   Exhibit AProduction Equipment Sale Agreement

                   Exhibit BProcess Technology Transfer and License Agreement

                   Exhibit CWafer Supply Agreement

                   Exhibit DProduct License Agreement


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SIPEX CORPORATION

MASTER AGREEMENT

This Master Agreement, including the Exhibits hereto (this "Agreement"), is entered into as of
February 27, 2006 (the "Effective Date") by and between, on the one hand, Sipex Corporation, a Delaware corporation with its
principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. ("Sipex") and, on the other hand, Hangzhou Silan Microelectronics Co., Ltd., a China limited
liability company with its principal place of business at No. 4 Huang Gu Shan Road, Hangzhou, People's Republic of China: Postcode
310012 ("Silan Micro" or "Parent") and Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability company
with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's Republic of China, Postcode: 310018
("Silan IC", Parent and Silan IC are referred to collectively and individually as "Silan" (as the context requires) and
together with Sipex, are referred to individually as a "Party" and collectively as the "Parties"). 

RECITALS

WHEREAS, Sipex is engaged in the business of designing, manufacturing and marketing high
performance, analog integrated circuits that are used primarily by original equipment manufacturers operating in the computing,
consumer electronics, communications and networking infrastructure markets;

WHEREAS, Silan is engaged in the business of designing, developing and manufacturing semiconductor
products in China;

WHEREAS, Sipex wishes to cease its wafer fabrication operations at the Sipex Facility in the United
States;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain
Process Technology Transfer and License Agreement (or "PTTLA") pursuant to which, among other things, Sipex will transfer
the Sipex Process Technology to Silan resulting in Silan having a "copy exact" version, where possible, of the Sipex Process
Technology qualified in the Silan Facility;

WHEREAS, pursuant to the PTTLA, Sipex will also grant to Silan a license to use the Sipex Process
Technology to manufacture semiconductors in the Silan Facility;


WHEREAS, the Parties will work together to enable Silan to manufacture semiconductor wafers using the Sipex
Process Technology, such collaboration to include, among other things,








technical cooperation, qualification of the Sipex Process
Technology and wafer testing and introduction of new Sipex products using the Sipex Process Technology;


WHEREAS, the Parties expect that the transfer of the Sipex Process Technology will commence upon
execution of this Agreement and expect to complete such transfer within one (1) year of the date of that certain Term Sheet entered into
by and between Parties;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain
Production Equipment Sale Agreement pursuant to which Sipex will transfer the Production Equipment at the Sipex Facility to Silan.
This transfer is expected to be delivered following the successful qualification of the Sipex Process Technology in the Silan Facility as
evidenced by Silan successfully manufacturing and supplying semiconductors using the Sipex Process Technology;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain
Wafer Supply Agreement pursuant to which, among other things, Silan will manufacture and supply to Sipex semiconductor wafers
based on Sipex Maskworks manufactured using the Sipex Process Technology;

WHEREAS, Sipex shall grant Silan a license under Sipex's Intellectual Property Rights to manufacture certain
semiconductor devices in the Silan Facility based on Sipex Maskworks and to sell such products in, and only for use in, Greater
China;

WHEREAS, pursuant to and subject to the terms and conditions of the Wafer Supply Agreement, among other
things, Sipex has agreed to minimum order commitments and Silan has agreed to minimum supply commitments; and

WHEREAS, the Parties intend in this Agreement, including the other Transaction Agreements and Exhibits
hereto, to set forth the entire understanding and agreement between them regarding the Transaction.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the
Parties hereto agree as follows: 





ARTICLE 1

DEFINITIONS AND INTERPRETATION


1.1   Definitions
.
  For purposes of this Agreement, the following words, terms and phrases shall have the meanings
assigned to them in this Article 1 unless specifically otherwise stated. Any initially capitalized words, terms and phrases not
defined in this Agreement shall have the meaning ascribed thereto in the relevant Section of the other Transaction Agreements as set
forth in the



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master list of defined terms attached hereto as Exhibit 1. Furthermore, any defined term herein shall have a constant
meaning regardless of whether it is used in its singular or plural form.



	"Action"

  means any claim, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation
including by or before any federal, state, local, foreign or international court, governmental authority or any arbitration or mediation
tribunal.


	"Affiliate"

  means, with respect to any Party, any Person that Controls, is Controlled by, or is under common
Control with such Party. As used herein, "Control" (and its derivatives) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or
other interests, by contract or otherwise. 


	"Confidential Information"


 means information disclosed between the Parties under this Agreement and the other Transaction
Agreements, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents,
prototypes, samples, plant and equipment), to the extent such information constitutes "Confidential Information" under the terms of the
Existing Non-Disclosure Agreement between the Parties, subject to Section 4.1 of this Agreement.


	"China"

 means People's Republic of China. 


	"Disclosing
Party"

  means the Party owning or disclosing the relevant Confidential Information, including any Subsidiary or
affiliate or Representative of such Party or its Subsidiaries. 


	"Effective Time"

  means 12:00 pm Pacific time on the Effective Date hereof.


	"Existing Non-Disclosure Agreement" means the Non-Disclosure Agreement between Sipex and
Silan dated as of November 17, 2005.


	"Governmental
Approvals"

 means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits
or authorizations to be obtained from, any Governmental Authority. 


	"Governmental
Authority"

 shall mean any federal, state, provincial, local, foreign or international court, government, department,
commission, board, bureau, agency, official or other regulatory, administrative or governmental authority, including but not limited to the
United States and China. 





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	"Greater China"

  shall mean mainland China, Hong Kong Special Administrative Region of the People's Republic of
China, and Taiwan.


	"Liabilities"

  means any actual liability (including, without limitation, environmental liabilities), damage, loss,
obligation, demand, judgment, fine, penalty, cost or expense, including reasonable attorneys' fees and expenses, and the costs of
investigation incurred in defending against or settling such liability, damage, loss, obligation, demand, judgment, fine, penalty, cost or
expense or claim therefor and any amounts paid in settlement thereof imposed or, in the case of an expense, reasonably incurred.


	"Parent"

  has the meaning assigned to such term in the preamble hereto.


	"Person"

 shall be broadly interpreted to include, without limitation, an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.


	"Process Technology Transfer and
License Agreement" or "PTTLA"

means that certain Process Technology Transfer and License Agreement by and between Sipex and Silan, of
an even date herewith, as attached hereto as Exhibit B.


	"Product License Agreement"

 means that certain Product License Agreement by and between Sipex and Silan, of an even date
herewith, as attached hereto as Exhibit D. 


	"Production Equipment" has the meaning ascribed to such term in the Production Equipment Sale
Agreement. 


	"Production Equipment Sale Agreement" means that certain Production Equipment Sale
Agreement by and between Sipex and Silan, of an even date herewith, as attached hereto as Exhibit A. 


	"Receiving Party"

 means the recipient of the relevant Confidential Information, including any Subsidiary or Affiliate or
Representative of such Party or its Subsidiaries. 


	"Silan Facility"

  means Silan's facility located at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's Republic of
China, Postcode: 310018.


	"Silan
Indemnitees"

  means Silan and each Subsidiary of Silan at the Effective Time and each Person that becomes a
Subsidiary of Silan after the Effective Time, but only for so long as such Subsidiary remains a Subsidiary of Silan.




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	"Silan Operational Failure" means Silan's failure to (i) achieve any Process Qualification in
accordance with the PTTLA, (ii) supply conforming Finished Sipex Products in accordance with the Wafer Supply Agreement, or (iii)
properly install and operate the Production Equipment in the Silan Facility; provided such failure is not due to any uncured material
failure of Sipex under this Agreement or any of the other Transaction Agreements. 


	"Silan Products"

  shall have the meaning ascribed to it in the PTTLA.


	"Sipex Facility"

  means Sipex's offices and wafer fabrication plant located at Milpitas, California, USA.


	"Sipex
Indemnitees"

 means Sipex and each Subsidiary of Sipex at the Effective Time and each Person that becomes a
Subsidiary of Sipex after the Effective Time, but only for so long as such Subsidiary remains a Subsidiary of Sipex.


	"Sipex
Maskworks"

  has the meaning ascribed to it in the Wafer Supply Agreement.


	"Sipex Process
Technology"

 has the meaning ascribed to it in the PTTLA. 





	"Sipex Products"

  has the meaning ascribed to it in the Wafer Supply Agreement.





	"Subsidiary"

  means with respect to any Person, any other Person under the Control (as defined in Section (b)) of
such Person. 





	"Technology"

  has the meaning ascribed to it in the PTTLA.





	"Term"

 means with respect to (i) this Agreement, the period of time set forth in Section 7.1; (ii) the PTTLA, the
period of time set forth in Article 7 thereof; (iii) the Product License Agreement, the period of time set forth in Article 6 thereof;
and (iv) the Wafer Supply Agreement, the period of time set forth in Article 14 thereof.





	"Transaction"

 means the collective transactions contemplated by this Agreement and the other Transaction Agreements.





	"Transaction Agreements"

 means, as context requires each or any of (1) this Agreement; (2) the PTTLA; (3) the Production
Equipment Sale Agreement; (4) the Wafer Supply Agreement; and (5) the Product License Agreement.






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	"Wafer Supply Agreement"

 means that certain Wafer Supply Agreement by and between Sipex and Silan, of an even date herewith,
as attached hereto as Exhibit C.


1.2   Interpretation

.
  The headings contained in this Agreement, any other Transaction Agreement in any
Exhibit or Schedule hereto or thereto are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement or any of the other Transaction Agreements. Any capitalized term used in any Exhibit or
Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference
is made in this Agreement or in any of the other Transaction Agreements to an Article or a Section, Exhibit or Schedule,
such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement or any of the
other Transaction Agreements unless otherwise indicated. This Agreement and the other Transaction Agreements were the products of
extensive drafting, review, negotiation and acceptable by and among the Parties. Each of the Parties was represented by counsel or
had the opportunity to seek counsel in the course of negotiations. Accordingly, the Parties agree that there shall be no presumption
against any Party with regard to any ambiguity or uncertainty in the Agreement or the other Transaction Agreements, and no Party shall
be deemed to be the draftsman of such agreements. All references to times and days are based on Pacific Standard Time, California,
United States of America. 




ARTICLE 2

DOCUMENTS AND ITEMS

TO BE DELIVERED AT THE EFFECTIVE TIME



2.1   Documents to Be Delivered
by Silan.




	At the Effective Time, Silan will deliver, or will cause to be delivered, to Sipex the following items and
agreements: 



	A duly executed PTTLA;


	A duly executed Production Equipment Sale Agreement;


	A duly executed Product License Agreement; 


	A duly executed Wafer Supply Agreement; and


	Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in
order to achieve the purposes hereof.


	Within ten (10) days of the Effective Time, Silan will deliver to Sipex a letter from the bank that Silan intends
to obtain the letter of credit required under Article 6 the Production

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Equipment Sale Agreement, evidencing that such bank will issue
such letter of credit in the time and amount required under the Production Equipment Sale Agreement. 


2.2   Documents to Be Delivered by
Sipex
.
  At the Effective Time, Sipex will deliver, or will cause to be delivered, to Silan the following items
and agreements: 



	A duly executed PTTLA;


	A duly executed Production Equipment Sale Agreement;


	A duly executed Product License Agreement; 


	A duly executed Wafer Supply Agreement; and 


	Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in
order to achieve the purposes hereof.

ARTICLE 3

ADDITIONAL
COVENANTS


3.1   Export and Import Controls
.



	Compliance with United States Export Controls. Subject to Silan
providing Sipex with all necessary information regarding Silan and otherwise complying with its obligations under this Article 3,
Sipex shall comply with all applicable United States export control laws, and shall be responsible for obtaining all export and other
licenses related to the initial export of any Sipex Products, Production Equipment or other Technology (regardless of the form in which it
is provided, including software), that Sipex provides to Silan under the Transaction Agreements for export from the United States to
China.


	Compliance with Chinese Import Controls. Subject to Sipex
providing Silan with all necessary information regarding Sipex and otherwise complying with its obligations under this Article 3,
Silan shall comply with all applicable Chinese import control laws, and shall be responsible for obtaining all import and other licenses
related to the initial import of any Sipex Products, Production Equipment or other Technology (regardless of the form in which it is
provided, including software), that Sipex provides to Silan for import to China from the United States.


	Compliance. Subject to Sections 3.1(a) and 3.1(b), each Party shall
comply with applicable United States, Chinese and other export and import control
laws, and shall be responsible for obtaining all export, import and other licenses related to the export, re-export or import of Sipex
Products, Silan Products, Production Equipment or other Technology (regardless of

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the form in which it is provided), including
software in connection with the performance of obligations or exercise of rights under the Transaction Agreements.



3.2   Further Assurances
.
  At the request of the other Party, and without further consideration, each of Sipex and Silan will,
and will cause its Affiliates to, do and perform such other acts and things as may be necessary or desirable for effecting completely the
consummation of the transactions contemplated in this Agreement and the other Transaction Agreements. Neither Party shall be
obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and
recording or similar fees which shall be reimbursed by the requesting Party upon receipt of an invoice therefor.


3.3   Agreement for Exchange of
Information
.
  Other than in circumstances in which indemnification is sought pursuant to Article 6 (in
which event the provisions of such Article will govern), each of Sipex and Silan agree to provide, or cause to be provided, to each
other as soon as reasonably practicable after written request therefor, any specific and identified information in the possession or under
the control of such Party and not already in the possession or control of the other Party that the requesting Party reasonably needs
(i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable
securities laws) by a Governmental Authority having jurisdiction over the requesting Party, (ii) for use in any other judicial,
regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar
requirements or (iii) to comply with its obligations under this Agreement or any other Transaction Agreement, including
obligations to comply with applicable United States, Chinese and other export and import control laws, and to obtain export, import and
other licenses related to the export, re-export or import of Sipex Products, Licensed Products, Silan Products, Production Equipment or
other Technology (regardless of the form in which it is provided); provided, however, that in the event that any Party determines that
any such provision of information could be commercially detrimental, violate any law or agreement, or waive any attorney-client
privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any
such harm or consequence. 


3.4   Remedial Measures
.
  Silan understands and agrees that
Sipex is entering into the Transaction based on representations, warranties and other assurances made to Sipex of the capabilities of
Silan, the Silan Facilities and Silan personnel to achieve Process Qualification for each Process in accordance with the PTTLA and to
deliver conforming Finished Sipex Products in accordance with the Wafer Supply Agreement. Silan further understands and agrees that
its failure to do so will severely disrupt Sipex's business operations and will cause Sipex to suffer significant damages and expenses. If
a Silan Operational Failure occurs, or if Sipex reasonably believes that a Silan Operational Failure is likely to occur, Silan shall permit
Sipex engineers and other relevant personnel to reasonably access and to enter the Silan Facilities to perform those tasks reasonably
required to remedy or avoid the relevant Silan Operational Failure ("Remedial Measures"). Silan




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further agrees to direct its
personnel to follow the instructions of, and to provide all reasonable materials, information and assistance to, such Sipex personnel as
reasonably necessary to undertake such Remedial Measures. Sipex and Silan shall each bear their respective costs and expenses
incurred in connection with any such Remedial Measures in accordance with the principles of this Agreement and the other Transaction
Agreements. Silan will indemnify Sipex in accordance with Article 6 of this Master Agreement for any and all Liabilities that Sipex may
suffer or incur based on Silan's failure to permit and assist Sipex in performing any Remedial Measures as set forth herein.





ARTICLE 4

CONFIDENTIALITY



4.1   Non-Use and Non-Disclosure
.
  The
Parties hereby incorporate by reference the terms of the Existing Non-Disclosure Agreement executed between the Parties; provided
that with respect to information disclosed between the Parties under this Agreement and the other Transaction Agreements, the
Existing Non-Disclosure Agreement is hereby amended (i) to have its term of disclosure extended, as necessary, to the Term of this
Agreement; (ii) to extend the purposes for which each Party may use Confidential Information of the other Party to also include that
which is necessary to carry out the purposes of this Agreement and the other Transaction Agreements, and (iii) to extend the
Confidential Information of Sipex to also include all Sipex Process Technology and other Technology delivered or disclosed by Sipex
under the Transaction Agreements, whether or not marked or identified as such. Further, to the extent the use or disclosure of any
information is subject to a license under any Transaction Agreement such information shall be governed by the terms of such license
regardless of whether such information is also Confidential Information.


4.2   Marking of
Requirements
.
  To implement the covenants and obligations of the Parties pursuant to this Article 4, each of
the Parties shall comply with terms of this Section 4.2. Silan shall cause all Sipex Process Technology delivered or disclosed under the
Transaction Agreements by Sipex, or created by Silan and relating to or reflecting such Sipex Process Technology, including, but not
limited to Sipex Maskworks, sketches, drawings, reports, memoranda, blueprints, photographs, recording media and notes, and all copies, reproductions, reprints and translations thereof, to be plainly marked
to indicate the secret and confidential nature thereof and to prevent unauthorized access thereto and unauthorized use or reproduction
thereof. Sipex shall cause Technology Improvements delivered to Sipex and all copies, reproductions, reprints and
translations thereof, to be plainly marked to indicate the secret and confidential nature thereof and to prevent unauthorized access
thereto and unauthorized use or reproduction thereof. 


4.3   Right of Inspection, Audit and Recommendation
.
  At any time upon Sipex's written request and reasonable notice, Silan shall permit representatives
of Sipex to inspect the Silan Facility and to review and audit the rules and procedures established by Silan as required by
Section 4.2 above for purposes of determining the sufficiency of such rules and procedures and their




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implementation.
Furthermore, Sipex shall have the right to make recommendations on behalf of itself, not inconsistent with Sipex practices in like Sipex
facilities, to Silan for complying with Silan's obligations set forth in this Agreement. Silan shall implement all such reasonable
recommendations within a reasonable time after written request by Sipex. Anything to the contrary in this Article 4
notwithstanding, each and every personnel of Sipex who shall be sent to the Silan plants or offices pursuant to this Section 4.3
shall execute a nondisclosure agreement containing reasonable terms as a condition precedent to admission or access to such plant.
All of such personnel shall fully abide by all of the plant rules and regulations of Silan or Silan Affiliates.


4.4   Return of Materials
.
  Upon the termination of this Agreement, or any other Transaction Agreement, the Receiving Party
shall (i) either return or destroy all of the Disclosing Party's Confidential Information that such Party may have in its possession or
control by virtue of such agreement and (ii) furnish the other Party with a certificate signed by an executive of the Receiving Party
verifying that the same has been done. The foregoing requirement shall
not apply to any Confidential Information of Silan included in or embodied in any Process Technology Improvements (as such term is
defined in Section 4 of the Process Technology Transfer and License Agreement) or any Technology Improvements (as such term is
defined in Section 3.8 of the Product License Agreement), in each case, that are licensed to Sipex under such Transaction Documents
on the Effective Date of termination of this Agreement. 


4.5   Required Disclosure
.
  A Receiving Party shall not be deemed in breach of this Article 4 for disclosing any
Confidential Information of the Disclosing Party as required by law, provided that the Receiving Party gives the Disclosing Party prompt
written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public
disclosure. In no event shall any such required disclosure relieve the relevant Party of the requirements of this Article 4 with
respect to such disclosed Confidential Information and the Receiving Party shall continue to treat such disclosed Confidential
Information in accordance with the terms and conditions of this Article.


4.6   No Restriction on Disclosing
Party
.
  Nothing in this Agreement shall restrict the Disclosing Party from using, disclosing, or
disseminating its own Confidential Information in any way. 


4.7   Third-Party
Restrictions
.
  Nothing in the Agreement supersedes any restriction imposed by third parties on their Confidential
Information, and there is no obligation on the Disclosing Party to conform third party agreements to the terms of this Agreement. 


4.8   Confidentiality of Transaction Agreements
.
  Except as provided in Section 4.9, the Parties hereto shall keep the terms and existence of this
Agreement and the identities of the Parties hereto confidential and shall not now or hereafter divulge any of this information to any third
party or make any public or private announcement relating to the Transaction Agreements except: (a) with




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the prior written consent of
the other party, such consent shall not be unreasonably withheld; (b) in connection with the requirements of a public offering or
securities filing; (c) as otherwise required by law; (d) in confidence to financial advisors in their capacity of advising a party in such
matters; (e) in confidence to legal counsel; (f) in confidence to accountants, banks, potential acquirors and financing sources and their
advisors in connection with any financial or corporate transaction, including but not limited to any initial public offering, financing,
investment, asset or stock sale, merger, reorganization or similar undertaking; (g) in confidence in connection with the enforcement of
this Agreement or rights under this Agreement; and (h) in confidence to a customer for a party's products to the extent required for the
sale of such products.


4.9   Press Release
.
  The Parties agree to issue a mutually acceptable press release regarding this Master Agreement
and the Transaction contemplated hereby within thirty (30) days of the Effective Date (or earlier as mutually agreed).



4.10   Remedies
.
  The Parties agree that unauthorized use or disclosure of a Party's Confidential Information or
failure to adequately protect a Party's Technology or Intellectual Property Rights will diminish the value of such Confidential Information
or Technology, and such Party's Intellectual Property Rights and that monetary damages alone will not provide an adequate remedy.
Therefore, if a Party breaches (or a Party has reason to believe that the other Party may be about to breach) any of its related
obligations hereunder, the relevant Party shall be entitled to immediate equitable relief to protect its Confidential Information,
Technology and Intellectual Property Rights, including but not limited to injunctive relief, as well as monetary damages.




ARTICLE 5

REPRESENTATIONS AND WARRANTIES


5.1    By Sipex
.
  Sipex represents and warrants that:



	Sipex has the right to enter this Agreement;


	Sipex is a corporation duly organized, validly existing, and in good standing under the laws of the State of
Delaware; 


	Sipex has the power and authority, corporate and otherwise, to execute and deliver the Transaction
Agreements and to perform its obligations under the Transaction Agreements; 


	Sipex has by all necessary corporate action duly and validly authorized the execution and delivery of the
Transaction Agreements and the performance of its obligations under the Transaction Agreements; 

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	Sipex is not a government owned or controlled entity; 


	Sipex is not a Subsidiary of any other Person;


	the execution, delivery and performance by Sipex of this Agreement and the other Transaction Agreements
does not and will not conflict with, violate or result in the breach of: (i) the articles or certificate of incorporation or by-laws of Sipex, (ii)
any existing law, ordinance, or governmental rule or regulation to which Sipex is subject, (iii) any judgment, order, writ, injunction,
decree or award of any Governmental Authority which is applicable to Sipex, or (iv) any mortgage, indenture, agreement, contract,
commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which Sipex is a party;
and


	this Agreement and each other Transaction Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and general equity principles.

5.2   By Silan
.
  Silan IC and Parent represent and warrant that:



	Silan IC and Parent each have the right to enter this Agreement;


	Each of Silan IC and Parent is a corporation duly organized, validly existing, and in good standing under
the laws of China; 


	Silan IC and Parent each has the power and authority, corporate and otherwise, to execute and deliver the
Transaction Agreements and to perform its obligations under the Transaction Agreements; 


	Silan IC and Parent each has by all necessary corporate action duly and validly authorized the execution
and delivery of the Transaction Agreements and the performance of its obligations under the Transaction Agreements;


	Neither Silan IC nor Parent is a government owned or controlled entity; 


	Silan IC is a wholly-owned Subsidiary of Parent; 


	the execution, delivery and performance by Silan of this Agreement and the other Transaction Agreements
does not and will not conflict with, violate or result in the breach of: (i) the articles or certificate of incorporation or by-laws of either Silan
IC or Parent, (ii) any existing law, ordinance, or governmental rule or regulation to which either Silan IC or Parent is subject, (iii) any
judgment, order, writ, injunction, decree or award of any Governmental Authority which is

 -12-






applicable to either Silan IC or Parent, or (iv)
any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding,
oral or written, to which either Silan IC or Parent is a party; and



	this Agreement and each other Transaction Agreement is a legal, valid and binding obligation, enforceable
against Silan IC and Parent in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and general equity principles.

ARTICLE 6

INDEMNIFICATION


6.1    Indemnification by Silan
.
  Silan shall indemnify and hold harmless the Sipex Indemnitees from and against any and all
Liabilities that relate to, arise out of or result from any of the following items (without duplication):



	any breach by Silan of its representations and warranties under the Transaction Agreements; and


	any matters for which Silan is expressly obligated to indemnify any Sipex Indemnitees under any
Transaction Agreements.

6.2   Indemnification by Sipex
.
  Sipex shall indemnify and hold harmless the Silan Indemnitees from and against any and all
Liabilities that relate to, arise out of or result from any of the following items (without duplication):



	any breach by Sipex of its representations and warranties under the Transaction Agreements;
and


	any matters for which Sipex is expressly obligated to indemnify any Silan Indemnitees under any
Transaction Agreements.

6.3   Procedures
for Defense, Settlement and Indemnification of Third Party Claims
.



	A Party entitled to indemnification pursuant to this Article 6 (the
"Indemnified Party") in connection with an Action initiated by a third party (any such claim or Action, a "Third Party
Claim"), shall notify the Party obligated to indemnify it (the "Indemnifying Party") in writing, and in reasonable detail, of
that Third Party Claim as soon as practicable after receipt of notice of that Third Party Claim, except that any failure to give any such
notification shall not affect the Indemnifying Party's obligation to indemnify the Indemnified Party except to the


 -13-






extent the Indemnifying
Party's ability to provide indemnification is prejudiced as a result of that failure. 



	The Indemnifying Party may participate in the defense of the Third Party Claim and, if it so chooses,
assume at its expense the defense of that Third Party Claim with counsel of its choice; provided that such counsel must be reasonably
satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party
shall also be entitled to participate in the defense of the Third Party Claim and to employ counsel, at its own expense (subject to the
foregoing sentence), separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall
be entitled to control that defense except as stated herein. The Indemnifying Party shall be liable for the fees and expenses of counsel
employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party
Claim or as stated herein. 


	If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Parties shall cooperate in
the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and
information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis.



	In the event that a matter arises that would give rise to a claim of indemnification both by Silan against
Sipex and by Sipex against Silan, then, to the extent of such overlapping claim of indemnification, Silan's obligation to indemnify Sipex
shall prevail and Sipex shall not have the obligation to indemnify Silan (but only to the extent of such overlapping
claim).

6.4   Additional Matters
.



	Rights Cumulative. The remedies provided in this Article 6 shall be cumulative and shall not
preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying
Party.


	Indemnification Payments. Indemnification required by this Article 6 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss,
liability, claim, damage or expense is incurred.

6.5   No Representation or
Warranty
.



	Except as otherwise explicitly set forth in any Transaction Agreement, Sipex does not make any
representation as to, warranty of or covenant with respect to: 



	the value of any asset or thing of value to be transferred to Silan; 

 -14-







	the freedom from encumbrance of any asset or thing of value to be transferred to Silan; or


	the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any
asset or thing of value upon its execution, deliver and filing. 


	Except as may expressly be set forth in any Transaction Agreement, all assets and rights to be transferred
or licensed to Silan shall be transferred or licensed, as the case may be, "AS IS, WHERE IS" and without warranty of any kind. Except
as may expressly be set forth in any Transaction Agreement, Silan shall bear the economic and legal risk that any conveyance shall
prove to be insufficient to vest in Silan good and marketable title, free and clear of any lien, claim, equity or other encumbrance.


6.6   Warranty
Disclaimer and Limitation of Liability
.



	EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH HEREIN OR IN ANY OF THE OTHER
TRANSACTION AGREEMENTS, SIPEX AND SILAN DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY, OR
IMPLIED, FOR ANY TECHNOLOGY, TECHNICAL INFORMATION, OR ANY OTHER INFORMATION OR MATERIALS, OR ANY
PART THEREOF, PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH
HEREIN OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, SIPEX AND SILAN EXPRESSLY DISCLAIM ANY
WARRANTY THAT THE OTHER PARTY'S USE OF TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL
PROPERTY RIGHTS. NEITHER SIPEX NOR SILAN AUTHORIZE ANY PERSON TO ASSUME FOR EITHER OF THEM ANY
LIABILITIES IN CONNECTION WITH THIS AGREEMENT. 


	THE LIMITATIONS ON LIABILITY SET FORTH IN THESE SECTIONS 6.6 (c)-(e) SHALL (I) APPLY
ONLY TO THOSE MATTERS FOR WHICH A LIMITATION OF LIABILITY IS NOT OTHERWISE EXPRESSLY PROVIDED FOR
UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT AND (II) NOT APPLY TO SILAN'S OR SIPEX'S
INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR TO SILAN'S
OR SIPEX'S MATERIAL BREACH OF Article 4. 


	IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY

 -15-






REGARDLESS OF
WHETHER THE PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.



	THE TOTAL AGGREGATE LIABILITY OF SILAN ARISING OUT OF OR RELATING TO THE
PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID OR PAYABLE TO SIPEX UNDER SUCH
AGREEMENT.


	THE TOTAL AGGREGATE LIABILITY OF SIPEX ARISING OUT OF OR RELATING TO (I) THE
PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID BY SILAN UNDER SUCH AGREEMENT; (II) THE
PTTLA SHALL BE AMOUNTS PAID OR PAYABLE BY SILAN THEREUNDER; (III) THE PRODUCT LICENSE AGREEMENT SHALL
BE AMOUNTS PAID TO SIPEX THEREUNDER WITH RESPECT TO THE PRODUCT THAT GIVES RISE TO SUCH LIABILITY; AND
(IV), THE WAFER SUPPLY AGREEMENT, THE AMOUNTS PAID OR PAYABLE TO SILAN THEREUNDER WITH RESPECT TO THE
PRODUCT THAT GIVES RISE TO SUCH LIABILITY. 

6.7   Survival of
Indemnities

.
  The rights and obligations of the Sipex Indemnitors and the Silan Indemnitors under this
Article 6 shall survive the sale or other transfer by any Party of any assets or businesses or the assignment by it of any Liabilities
or the sale by any Sipex Indemnitor or Silan Indemnitor of the capital stock or other equity interests of any Subsidiary or Affiliated
Company to any Person. 




ARTICLE 7

TERM AND
TERMINATION



7.1   Term
.
  The term of this Agreement (the "Term") shall commence at the Effective Time and shall
continue, unless earlier terminated under this Article 7, until the expiration or termination of the last of the other Transaction
Agreements to terminate or expire. The Term of each Transaction Agreement shall be a set forth therein. 


7.2   Termination of Agreement
.
  Without limiting the termination rights otherwise provided in the other Transaction Agreements with
respect to such other Transaction Agreements, where the following grants to a Party the right to terminate this Agreement or any of the
Transaction Agreements, such Party may exercise such right by furnishing the other Party written notice to that effect, and such
termination shall take effect upon the other Party's receipt thereof, subject to any cure or transition period that may otherwise apply
hereunder.



 -16-







	Termination of Wafer Supply Agreement or PTTLA. This Agreement and the other Transaction
Agreements shall immediately and automatically terminate upon the termination, but not the expiration of, the Wafer Supply Agreement
or the PTTLA. 


	Mutual Agreement of the Parties. The Parties may agree in writing to terminate this Agreement or
any other Transaction Agreement, as the case may be; or


	An Uncured Material Breach. Subject to the terms of this Section
7.2(c), a Party may terminate this Agreement or any other Transaction Agreement in the event of a material breach by the other Party
as set forth in this Section 7.2(c); provided that where the other Party's material breach is solely of one of the other Transaction
Agreements, this Section 7.2(c) only provides the non-breaching party the right to terminate the Transaction Agreement so
breached. 



	If either Party (the "Breaching Party") shall at any time materially breach this Agreement or any
other Transaction Agreement, without any material causative fault on the part of the other Party (the "Non-Breaching Party"),
the Non-Breaching Party may advise of its intention to terminate this Agreement or any other Transaction Agreement, as applicable, by
providing formal written notice of breach to the Breaching Party specifying the breach. Notice for purposes of the foregoing that is
provided other than in strict accordance with Section 9.5 will not be effective. 


	Notwithstanding the foregoing, this Agreement or the applicable other
Transaction Agreements will not be terminated under this Section 7.2(c) if (A) the breach specified in the notice is remedied
within the sixty (60) day period following receipt of the notice by the Breaching Party, or (B) if the breach reasonably requires
more than sixty (60) days to correct, the Breaching Party has, within thirty (30) days from receipt of the notice of breach, begun
substantial corrective action to cure the breach and submitted a written remediation plan to the Non-Breaching Party's Program
Coordinator providing a detailed explanation of the steps to be taken to cure the breach as quickly as practicable, the Breaching Party
diligently pursues such corrective action, and such breach is actually cured within ninety (90) days following receipt of the notice of
breach. 


	If any breach is not cured within the time permitted in Section 7.2(c)(ii) above, the Non Breaching Party
shall have the right to issue a notice of termination of this Agreement or the applicable other Transaction Agreement within ninety (90)
days of the expiration of the foregoing cure period by giving written notice thereof to the Breaching Party. The Party receiving notice
shall have the right to cure any such breach up to the date of termination. 


	Notwithstanding the foregoing, where a Party alleged to be in breach disputes the breach, neither this
Agreement nor any other Transaction Agreement may be terminated under this Section 7.2(c) unless and until the existence of the
breach is determined in accordance

 -17-






with Article 8, and the Breaching Party is given the opportunity to cure the breach as set
forth in this Section 7.2(c) following such determination. 



	Change in Control, Liquidation, Bankruptcy, etc. Upon the change
in control of a Party or its parent company, the other Party may terminate this Agreement or any other Transaction Agreement. For the
purposes of the foregoing a "change of control" of a Party shall mean the sale of more than fifty percent of the stock of a Party in a
single transaction or a series of related transactions, the merger of a Party with another entity where the Party is not the surviving entity
or a sale of all or substantially all of the assets of a Party to which this Agreement or any other Transaction Agreement relates. Either
Party may terminate this Agreement or any other Transaction Agreement upon the liquidation, bankruptcy, receivership, custodianship
or dissolution of the other Party (whether voluntarily or involuntarily). 


	Adverse Government Intervention. At any time during the Term,
should any Governmental Authority take any action or inaction adverse to any Party, including, but not limited to any refusal to grant the
benefits of any foreign capital inducement law in China or any other necessary government approval, or make recommendations to the
Parties or any of them requiring directly or indirectly, formally or informally, alteration or modification of any term or condition of this
Agreement or any other Transaction Agreement, in a manner that is material and adverse to one Party, within sixty (60) days from said
action, inaction or recommendation of the Governmental Authority, the Parties hereto shall enter into good faith negotiations with the
objective of restructuring the relationship between the Parties hereto in a manner such that the adverse effect of said alteration or
modification of this Agreement and/or any other Transaction Agreement, as applicable, will be minimized. If the Parties cannot reach an
acceptable modification to such agreements within three (3) months from the date of such written request, or within such longer period
of time as mutually agreed upon, either Party shall have the right to terminate this Agreement or any other Transaction Agreement by
giving written notice to that effect to the other Party. It is expressly understood and agreed by the Parties hereto that in the event of
such termination, neither Party will incur any liability to the other Party for any alleged default or breach in the performance of this
Agreement or any other Transaction Agreement arising from the exercise of the right herein provided to terminate this Agreement or
any other Transaction Agreement as the case may be unless it can be established by a Party that the other Party acted in conjunction
with said Governmental Authority to bring about the intended result. Except as provided in the previous sentence, compliance by either
Party with this Section 7.2(e), shall not be deemed a breach under any provision of this Agreement or any other Transaction
Agreement. In event of a conflict between this Section 7.2(e) and Section 9.2, this Section 7.2(e) shall
prevail.

 -18-





7.3   Effect of Termination
.



	Termination of this Agreement for any reason shall not release either Party
from any liability accruing as of or before such termination. 


	The following provisions of this Agreement shall survive any termination of this Agreement: Sections 3.1(c)
and 7.3, and Article 4 and Article 9. The representations and warranties of the Parties set forth in Article 5 of this
Agreement shall survive until the two (2)-year anniversary of any termination of this Agreement; provided, however, that if written notice
of a claim of breach of any such representations or warranties is given to a Party prior to the expiration of such two (2)-year period, the
relevant representations and warranties shall survive as to such claim. The indemnification obligations of the Parties set forth in
Article 6 shall survive any termination of this Agreement; provided that with respect to claims of indemnification that arise solely
out of this Agreement (and not any of the other Transaction Agreements as incorporated by reference in Article 6), the
indemnification obligations of the Parties set forth in Article 6 shall survive only until the two (2)-year anniversary of the
termination of this Agreement; provided further, however, that if written notice of a claim for indemnification is given prior to the
expiration of such two (2)-year period, the relevant indemnification obligation shall survive as to such claim.


	Subject to the foregoing provisions of this Section 7.3, the rights and obligations under each of the other
Transaction Agreements that survive termination of such other Transaction Agreements shall be solely as set forth therein.


ARTICLE 8

DISPUTE
RESOLUTION


It is the intent of the Parties that any breach of this Agreement or any other Transaction
Agreement be resolved in an amicable manner, to the fullest extent possible, and that any such resolution be reasonable in light of the
rights and obligations of the Parties. If any breach should arise which cannot be resolved by the personnel of each Party directly
involved, the following procedures of this Article 8 shall apply in each of the circumstances described below.



8.1   Conciliation Process
.
  If a Party alleges breach of this Agreement or another Transaction Agreement by the other Party,
and the other Party disputes the breach, then the Party alleged to be in breach has the right to demand the following meetings: 



	Upon fourteen (14) calendar days' notice, a meeting of the Program
Coordinators for the purposes of, among other things:



	assessing the good faith basis for the claimed breach;

 -19-







	defining, assessing and prioritizing the alternatives reasonably available to cure such breach or to correct
the circumstances or situations that gave rise to such breach so as to make its reoccurrence unlikely; and


	adopting by unanimous vote, one or more curative or corrective courses of action.


	If, after meeting in accordance with Section 8.1(a) the Program Coordinators
are unable to resolve the breach, a meeting of an advisory committee consisting of the VP of Silan and the VP of Operations of Sipex,
one of each from Sipex and Silan for further attempts at resolution, upon fourteen (14) calendar days' notice.


	If, after meeting in accordance with Section 8.1(b), such advisory committee is unable to resolve the
dispute, a meeting of the respective Chief Executive Officer of each of Sipex and Silan for the purpose of attempting to resolve the
breach, upon fourteen calendar days' notice.

8.2   Arbitration
.
  Except as otherwise set forth under Section 8.1, any and all disputes regarding this
Agreement and the other Transaction Agreements shall be submitted to binding arbitration before the China International Economic and
Trade Arbitration Commission, Shanghai Commission, in Shanghai, China. All documents and evidence submitted for any arbitration
pursuant to this Agreement and/or the other Transaction Agreements must be in the English language or submitted with an English
translation. Notwithstanding this Section 8.2, either Party may at any time apply to a court of competent jurisdiction for relief in the form
of a temporary restraining order, preliminary injunction, or other provisional remedy pending final determination of a claim through
arbitration in accordance with this Section 8.2. 


8.3   Remedies
.
  Subject to Sections 8.1 and 8.2, upon the failure to cure a material breach by either Party of
any provision of this Agreement or any other Transaction Agreement, the Non-Breaching Party shall have the right to pursue all
available remedies at law or in equity that it may elect, including but not limited to specific performance or injunctive relief, in order to
obtain the benefits which have been provided pursuant to this Agreement and the other Transaction Agreements, or to obtain adequate
recourse or compensation in the event the same are not so provided.





ARTICLE 9

MISCELLANEOUS


9.1   Stamp Duties

.
  To the extent that any stamp taxes, duties or similar fees are due in connection with any
Governmental Approvals required from any Governmental Authorities in China with respect to any of the Transaction Agreements
("Stamp Duties"), the Party who is required by the relevant Governmental Authority to pay such Stamp Duties shall pay any
and all such Stamp



 -20-






Duties. To the extent either Party pays an amount in excess of two hundred and fifty United States Dollars
(US$250.00) in Stamp Duties on any individual Transaction Agreement ("Excess Stamp Duties") (except for the Production
Equipment Sale Agreement, for which Silan shall be solely liable), the other Party shall reimburse such Party fifty percent (50%) of such
Excess Stamp Duties. 


9.2   Force Majeure
.



	Performance. Should either Party be prevented from performing its contractual obligations under
this Agreement or any other Transaction Agreement due to the cause or causes of force majeure such as new acts of war or
aggression (declared or undeclared), fire, storm, flood, typhoon or other severe weather conditions, earthquake, strike, student unrest,
legal restraints, government or like interference, judicial action, accidental damage to equipment, as well as any other cause outside the
control of that Party, that Party shall not be liable to the other Party for any delay or failure of performance caused by any of the above
events. "Force majeure" shall include (i) the failure to obtain such license(s) and other approvals, including export licenses, as are
required by United States law or other applicable law for the equipment, software, technology and Products to be provided pursuant to
the terms of this Agreement or any other Transaction Agreement, except where such failure is due to Party's breach of this Agreement
or any other Transaction Agreement and (ii) the failure of Silan or its suppliers of electrical power or water to have adequate supplies of
electrical power or water as a result of a generally applicable Chinese Government or local government action or law that is not
specially directed at Silan or as a result of a fault of Silan. 


	Notice. In addition to providing notice in the manner set out in Section 9.5, the Party
affected by force majeure shall notify the other Party of the occurrence of any of the events set out in Section 9.2 in writing by
cable, telex, facsimile, or electronic mail within the shortest possible time.


	Delay. Should the delay caused by any of the above events continue for more than ninety (90)
days, the Parties shall settle the problem of further performance of the Agreement or any other Transaction Agreement through friendly
negotiations as soon as possible with the objective of restructuring the relationship among them such that the effects of such delay are
minimized. If the Parties cannot agree on a mutually acceptable solution within six (6) months of any Party's request for such
negotiations either Party may terminate this Agreement and/or any other Transaction Agreement by prior written notice to the other
Party.

9.3   Entire Agreement
.
  This Agreement, the other Transaction Agreements and the Exhibits and Schedules referenced or
attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof
and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject
matter hereof and thereof. 



 -21-





9.4   Governing Law
.
  This Agreement and each of the other Transaction Agreements shall be governed by and
construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China (regardless of
the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including, but not limited
to, matters of validity, construction, effect, performance and remedies.


9.5   Notices
.
  Notices, offers, requests or other communications required or permitted to be given by either Party
pursuant to the terms of this Agreement and any other Transaction Agreement shall be given in writing to the respective Parties to the
following addresses: 


if to Sipex:Sipex Corporation

233 South Hillview Drive

Milpitas, CA 95053

U.S.A.

Attention: Legal Department c/o General Counsel

Fax: (408) 935-7600

With a copy to:Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

U.S.A.

Attention: Selwyn Goldberg / Robert G. Day

Fax: (650) 493-6811

If to Silan:Hangzhou Silan Integrated Circuit Co., Ltd.

No. 10 Road, East HETZ

Hangzhou (Xiasha), People's Republic of China

Postcode: 310018

Attention: Zhang Lan Ping

Fax:008657186714058

With a copy to:Hangzhou Silan Integrated Circuit Co., Ltd.

No. 10 Road, East HETZ

Hangzhou (Xiasha), People's Republic of China

Postcode: 310018

Attention: Fan Wei Hong 

Fax:008657186714098

With a copy to:Hangzhou Silan Microelectronics Co., Ltd.

No. 4 Huang Gu Shan Road

Hangzhou, People's Republic of China





 -22-





Postcode: 310012

Attention: Chen Xiang Dong

Fax: 008657188212900




or to such other address as the Party to whom notice is given may have previously furnished to the other in
writing as provided herein. Any notice involving non-performance, termination, or renewal shall be sent by hand delivery, recognized
international courier or, within the United States, may also be sent via certified mail, return receipt requested. All other notices may also
be sent by fax, confirmed by first class mail. All notices shall be deemed to have been given on the date on which such notice is
actually received. 


9.6   Counterparts
.
  This Agreement, including the other Transaction Agreements and the Exhibits hereto and thereto
and the other documents referred to herein or therein, may be executed in counterparts, each of which shall be deemed to be an
original but all of which shall constitute one and the same agreement. 


9.7   Binding Effect;
Assignment
.



	This Agreement and each other Transaction Agreement shall inure to the benefit of and be binding upon
the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement or any other Transaction
Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or
by reason of this Agreement or any other Transaction Agreement. Neither Sipex nor Silan may assign this Agreement or any rights or
obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided, however,
either Party may assign this Agreement to a successor entity in conjunction with such Party's reincorporation. Neither Silan nor Sipex
shall engage in a change of control (as defined in Section 7.2(d)) unless the acquiror and any ultimate parent entity shall have
executed and delivered to the other Party an agreement confirming that such acquiror and/or ultimate parent entity shall, upon
consummation of such transaction or series of transactions, cause the relevant Party to continue to perform under the terms of this
Agreement and each other Transaction Agreement. 


	Notwithstanding the foregoing, subject to Section 9.15 below, Sipex may assign its rights or delegate its
duties under this Agreement or any other Transaction Agreements, in whole or in part, to any Affiliate of Sipex, provided that any such
assignment or delegation shall not relieve Sipex of its obligations under this Agreement or other relevant Transaction Agreement.


9.8   Severability
.
  If any term or other provision of this Agreement, any other Transaction Agreement or the Exhibits
or Schedules attached hereto or thereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement and the other Transaction



 -23-






Agreements shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the fullest extent possible. 


9.9   Failure or Indulgence Not Waiver;
Remedies Cumulative
.
  No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement
herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement, any other Transaction Agreement or the Exhibits or Schedules attached hereto or thereto
are cumulative to, and not exclusive of, any rights or remedies otherwise available. 


9.10   Amendment
.
  No change or amendment will be made to this Agreement, any other Transaction Agreement or
the Exhibits or Schedules attached hereto or thereto except by an instrument in writing signed on behalf of each of the Parties to such
agreement. 


9.11   Currency
.
  All payments required under this Agreement and the other Transaction Agreements shall be made
in United States dollars unless otherwise required herein or therein.


9.12   Conflicting Agreements
.
  In the event of conflict between this Agreement and any of the other Transaction Agreements, the
provisions of such other Transaction Agreement shall prevail.


9.13   Language
.
  Chinese language translations of this Agreement and the other Transaction Agreements may be
prepared to assist the Parties' understanding, however each Party acknowledges that the English versions of this Agreement and the
other Transaction Agreements shall be the only legally operative agreements. Silan shall provide to Sipex all documents that are issued
in Chinese pursuant to this Agreement or any of the other Transaction Agreements in English translations and Sipex shall be entitled to
rely on such translations as the legally operative documents between the Parties hereto (regardless of the legal effect of such
translations with any Governmental Authority).


9.14   Parent Guarantee
.
  Parent shall, and hereby does, fully guarantee the performance, liabilities and obligations of Silan
IC under this Agreement and under any other Transaction Agreement. Sipex may, in its sole discretion bring any action for the
enforcement of, or claim under, this Agreement or any other Transaction Agreement, against either or both of Parent or Silan IC. Parent
and Silan IC shall be jointly and severally liable for any breach of this Agreement or any other Transaction Agreement or with respect to
any liability or payment obligation of Silan IC or Parent hereunder or under any other Transaction Agreement.



 -24-





9.15   Sipex
Guarantee

.
  Sipex shall, and hereby does, fully guarantee the performance, liabilities and obligations of any of
its Affiliates under this Agreement and any other Transaction Agreement that are a party to this Agreement and to any other
Transaction Agreement ("Party Affiliate"). Silan IC or Silan Micro may, in their sole discretion bring any action for the
enforcement of, or claim under, this Agreement or any other Transaction Agreement, against either or both of Sipex or any Party
Affiliate. Sipex and any such Party Affiliate shall be jointly and severally liable for any breach of this Agreement or any other Transaction
Agreement or with respect to any liability or payment obligation of any Party Affiliate or Sipex hereunder or under any other Transaction
Agreement.




[Remainder of page left intentionally blank, signature blocks appear on next page]


 -25-






IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan have caused their
duly authorized representatives to execute this Agreement.


	

SIPEX CORPORATION


	
 

	

HANGZHOU SILAN INTEGRATED
CIRCUIT CO., LTD. 






	

By: /s/ Ralph Schmitt 


 Name: Ralph Schmitt 


 Title: Chief Executive Officer 


 Date:  February 27, 2006 




	
 

	

By: /s/ Fan Wei-Hong 


 Name: Fan Wei-Hong 


 Title: General Manager 


 Date:  February 27, 2006 








	

 


	
 

	

HANGZHOU SILAN 
 MICROELECTRONICS CO., LTD.






	

 


	
 

	

By: /s/ Chen Xiang Dong 


 Name: Chen Xiang Dong 


 Title: President 


 Date:  February 27, 2006 













EXHIBIT 1

MASTER LIST OF DEFINED TERMS


	
Defined Term
	
Agreement
	
Section

	
Acceptance Criteria
	
Wafer Supply Agreement
	
1.1(a)

	
Action
	
Master Agreement
	
1.1(a)

	
Adjusted Wafer Price
	
Product License Agreement
	
1.1(a)

	
Affiliate
	
Master Agreement
	
1.1(b)

	
Breaching Party
	
Master Agreement
	
7.2(c)(i)

	
Business Taxes
	
Process Technology Transfer and License Agreement
	
4.6

	
China
	
Master Agreement
	
1.1(d)

	
Commitment Term
	
Wafer Supply Agreement
	
1.1(b)

	
Commitment Term Start Date
	
Wafer Supply Agreement
	
1.1(b)

	
Confidential Information
	
Master Agreement
	
1.1(c)

	
Control
	
Master Agreement
	
1.1(b)

	
Control Wafer
	
Wafer Supply Agreement
	
1.1(c)

	
Copyrights
	
Process Technology Transfer and License Agreement
	
1.1(a)

	
Cycle Time
	
Wafer Supply Agreement
	
1.1(d)

	
Demarcation Point
	
Production Equipment Sale Agreement
	
2

	
Design IP Claim
	
Product License Agreement
	
1.1(b)

	
Designated Account
	
Product License Agreement
	
4.4

	
Die Level Probe
	
Wafer Supply Agreement
	
1.1(e)





 -1-






	
Defined Term
	
Agreement
	
Section

	
Die Price
	
Product License Agreement
	
1.1(c)

	
Disclosing Party
	
Master Agreement
	
1.1(e)

	
Effective Time
	
Master Agreement
	
1.1(f)

	
Equivalent Wafer
	
Wafer Supply Agreement
	
1.1(f)

	
Ex Works Point
	
Wafer Supply Agreement
	
6.1

	
Excess Stamp Duties
	
Master Agreement
	
9.1

	
Exemption
	
Process Technology Transfer and License Agreement
	
4.6

	
Exemption
	
Product License Agreement
	
4.3

	
Existing Non-Disclosure Agreement
	
Master Agreement
	
1.1(g)

	
Final Supply Shortfall
	
Wafer Supply Agreement
	
2.5

	
Finished Sipex Products
	
Wafer Supply Agreement
	
1.1(g)

	
Fixed Day
	
Wafer Supply Agreement
	
4.2(a)

	
Fixed Wafer Price
	
Wafer Supply Agreement
	
4.6(a)

	
Force Majeure
	
Master Agreement
	
9.2

	
Forecast
	
Wafer Supply Agreement
	
4.1

	
Governmental Approvals
	
Master Agreement
	
1.1(h)

	
Governmental Authority
	
Master Agreement
	
1.1(i)

	
Greater China
	
Master Agreement
	
1.1(j)

	
Gross Profit
	
Product License Agreement
	
1.1(d)

	
Hosting Party
	
Process Technology Transfer and License Agreement
	
5.2(d)

	
Hot Lots
	
Wafer Supply Agreement
	
8.5(a)






 -2-






	
Defined Term
	
Agreement
	
Section

	
Improvements License
	
Process Technology Transfer and License Agreement
	
4.2(b)

	
Indemnified Party
	
Master Agreement
	
6.3(a)

	
Indemnifying Party
	
Master Agreement
	
6.3(a)

	
Initial Fixed Price Period
	
Wafer Supply Agreement
	
2.7(c)

	
Injunction
	
Wafer Supply Agreement
	
11.4

	
Intellectual Property Rights
	
Process Technology Transfer and License Agreement
	
1.1(a)

	
Liabilities
	
Master Agreement
	
1.1(k)

	
Liability Amount
	
Process Technology Transfer and License Agreement
	
4.4(f)

	
License Consideration
	
Process Technology Transfer and License Agreement
	
4.6

	
Licensed Products
	
Product License Agreement
	
1.1(g)

	
Lot
	
Wafer Supply Agreement
	
1.1(j)

	
Major Process Change
	
Wafer Supply Agreement
	
3.3

	
Manufacturing Costs
	
Product License Agreement
	
1.1(f)

	
Maskwork
	
Process Technology Transfer and License Agreement
	
1.1(c)

	
Maskwork Rights
	
Process Technology Transfer and License Agreement
	
1.1(a)

	
Minimum Wafer Probe Yield
	
Wafer Supply Agreement
	
2.7(a)

	
Modified Process
	
Process Technology Transfer and License Agreement
	
4.4(a)(i)

	
Non-Breaching Party
	
Master Agreement
	
7.2(c)(i)

	
Order Commitment
	
Wafer Supply Agreement
	
2.3(a)






 -3-






	
Defined Term
	
Agreement
	
Section

	
Order Makeup Quarter
	
Wafer Supply Agreement
	
2.4(a)

	
Order Shortfall Penalty
	
Wafer Supply Agreement
	
2.4(b)

	
Order Shortfall Quarter
	
Wafer Supply Agreement
	
2.4(a)

	
Ordering Requirements
	
Wafer Supply Agreement
	
4.3

	
Original Process
	
Process Technology Transfer and License Agreement
	
4.4(a)(i)

	
Packaging Cost
	
Product License Agreement
	
1.1(h)

	
Parent
	
Master Agreement
	
1.1(l)

	
Patent Rights
	
Process Technology Transfer and License Agreement
	
1.1(a)

	
PCM Criteria
	
Process Technology Transfer and License Agreement
	
1.1(d)

	
Percentage Completion
	
Wafer Supply Agreement
	
4.6(b)

	
Person
	
Master Agreement
	
1.1(m)

	
Process IP Claim
	
Process Technology Transfer and License Agreement
	
1.1(e)

	
Process Qualification
	
Process Technology Transfer and License Agreement
	
1.1(f)

	
Process Qualification Costs
	
Process Technology Transfer and License Agreement
	
1.1(g)

	
Process Qualification Date
	
Process Technology Transfer and License Agreement
	
1.1(h)

	
Process Qualification Specifications
	
Process Technology Transfer and License Agreement
	
1.1(i)

	
Process Steps
	
Wafer Supply Agreement
	
4.6(c)

	
Process Technology Improvements
	
Process Technology Transfer and License Agreement
	
4.1(a)(ii)






 -4-






	
Defined Term
	
Agreement
	
Section

	
Process Technology Transfer Fee
	
Process Technology Transfer and License Agreement
	
5.1(g)

	
Product Qualification
	
Wafer Supply Agreement
	
1.1(o)

	
Product Qualification Costs
	
Wafer Supply Agreement
	
1.1(p)

	
Product Qualification Date
	
Wafer Supply Agreement
	
1.1(q)

	
Product Qualification Wafers
	
Wafer Supply Agreement
	
1.1(r)

	
Production Equipment
	
Production Equipment Sale Agreement
	
Preamble

	
Program Coordinator
	
Process Technology Transfer and License Agreement
	
2.1(a)

	
PTTLA
	
Master Agreement
	
1.1(n)

	
Purchase Order
	
Wafer Supply Agreement
	
4.3

	
Qualification
	
Process Technology Transfer and License Agreement
	
1.1(f)

	
Qualification Maskworks
	
Process Technology Transfer and License Agreement
	
1.1(k)

	
Qualification Wafers
	
Process Technology Transfer and License Agreement
	
1.1(l)

	
Qualify
	
Process Technology Transfer and License Agreement
	
1.1(f)

	
Quarter
	
Wafer Supply Agreement
	
1.1(w)

	
Ramp Factor
	
Wafer Supply Agreement
	
1.1(x)

	
Receiving Party
	
Master Agreement
	
1.1(r)

	
Remedial Measures
	
Master Agreement
	
3.4

	
Royalty
	
Product License Agreement
	
4.1

	
Royalty Business Taxes
	
Product License Agreement
	
4.3






 -5-






	
Defined Term
	
Agreement
	
Section

	
Royalty Liability Amount
	
Product License Agreement
	
3.7(e)

	
Royalty Period
	
Product License Agreement
	
1.1(i)

	
Royalty Report
	
Product License Agreement
	
4.2

	
Royalty Taxes
	
Product License Agreement
	
4.3

	
Royalty Withholding Taxes
	
Product License Agreement
	
4.3

	
Sales Taxes
	
Wafer Supply Agreement
	
2.7(f)

	
Scheduled Shipment Date
	
Wafer Supply Agreement
	
6.2(a)

	
Services Taxes
	
Process Technology Transfer and License Agreement
	
5.2(e)

	
Shipping Costs
	
Wafer Supply Agreement 
	
2.1(c)

	
Shipping Instruction Report
	
Wafer Supply Agreement
	
4.4

	
Silan Facility
	
Master Agreement
	
1.1(s)

	
Silan Indemnitees
	
Master Agreement
	
1.1(t)

	
Silan Operational Failure
	
Master Agreement
	
1.1(u)

	
Silan Products
	
Process Technology Transfer and License Agreement
	
1.1(m)

	
Silan Sales Cost
	
Product License Agreement
	
1.1(j)

	
Silan Sales Price
	
Product License Agreement
	
1.1(k)

	
Silan Shortfall
	
Wafer Supply Agreement
	
2.5(a)

	
Sipex Facility
	
Master Agreement
	
1.1(w)

	
Sipex Indemnitees
	
Master Agreement
	
1.1(x)

	
Sipex Maskworks
	
Wafer Supply Agreement
	
1.1(z)

	
Sipex Process Technology
	
Process Technology Transfer and License Agreement
	
1.1(p)






 -6-






	
Defined Term
	
Agreement
	
Section

	
Sipex Process Technology Materials
	
Process Technology Transfer and License Agreement
	
1.1(q)

	
Sipex Process(es)
	
Process Technology Transfer and License Agreement
	
1.1(o)

	
Sipex Product Design IP Claim
	
Wafer Supply Agreement
	
1.1(bb)

	
Sipex Product Modified Process
	
Wafer Supply Agreement
	
11.2(a)

	
Sipex Product Original Process
	
Wafer Supply Agreement
	
11.2(a)

	
Sipex Product Process IP Claim
	
Wafer Supply Agreement
	
1.1(cc)

	
Sipex Product Technology
	
Wafer Supply Agreement
	
1.1(dd)

	
Sipex Products
	
Wafer Supply Agreement
	
1.1(aa)

	
Sipex Shortfall
	
Wafer Supply Agreement
	
2.4(a)

	
Sipex Start Plan
	
Wafer Supply Agreement
	
4.2(a)

	
Specifications
	
Wafer Supply Agreement
	
1.1(ff)

	
Stamp Duties
	
Master Agreement
	
9.1

	
Sublicense
	
Product License Agreement
	
3.5

	
Subsequent Fixed Price Period
	
Wafer Supply Agreement
	
2.7(c)

	
Subsidiary
	
Master Agreement
	
1.1(bb)

	
Supply Commitment
	
Wafer Supply Agreement
	
2.3(b)

	
Supply Makeup Quarter
	
Wafer Supply Agreement
	
2.5

	
Supply Shortfall Penalty
	
Wafer Supply Agreement
	
2.5

	
Supply Shortfall Quarter
	
Wafer Supply Agreement
	
2.5

	
Taxes
	
Process Technology Transfer and License Agreement
	
5.1(g)






 -7-






	
Defined Term
	
Agreement
	
Section

	
Technology
	
Process Technology Transfer and License Agreement
	
1.1(s)

	
Technology Improvements
	
Product License Agreement
	
3.8(a)

	
Testing Cost
	
Product License Agreement
	
1.1(o)

	
Third Party Claim
	
Master Agreement
	
6.3(a)

	
Third Party Rights
	
Product License Agreement
	
3.10(a)

	
Trade Secret Rights
	
Process Technology Transfer and License Agreement
	
1.1(a)

	
Trademarks
	
Process Technology Transfer and License Agreement
	
1.1(u)

	
Transaction
	
Master Agreement
	
1.1(ee)

	
Transaction Agreements
	
Master Agreement
	
1.1(ff)

	
True Up Date
	
Wafer Supply Agreement
	
14.1

	
Wafer Discount
	
Product License Agreement
	
1.1(p)

	
Wafer Level Probe
	
Wafer Supply Agreement
	
1.1(ii)

	
Wafer Price
	
Wafer Supply Agreement
	
2.7(a)

	
Wafer Probe Yield
	
Wafer Supply Agreement
	
2.7(a)

	
Wafer Substrate Cost
	
Wafer Supply Agreement
	
4.6(d)

	
Wafer Termination Amount
	
Wafer Supply Agreement
	
4.6

	
Wafers Out
	
Wafer Supply Agreement
	
4.1

	
Warranty Period
	
Wafer Supply Agreement
	
9.1

	
Week
	
Wafer Supply Agreement
	
1.1(mm)

	
Withholding Taxes
	
Process Technology Transfer and License Agreement
	
4.6





 -8-






 **************


 

 

 

 

 

 

 

 

 

 



 -9-







 

EXHIBIT A

TO THE MASTER AGREEMENT

BETWEEN SIPEX and SILAN IC and SILAN MICRO

 

==================================================================

 

PRODUCTION EQUIPMENT SALE AGREEMENT

BETWEEN

SIPEX CORPORATION

AND

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD.

 

 

DATED AS OF FEBRUARY 27, 2006

 

==================================================================

 








EXHIBIT A

PRODUCTION EQUIPMENT SALE AGREEMENT

This Production Equipment Sale Agreement, including the Exhibits hereto (this
"Agreement"), is entered into as of February 27, 2006 (the "Effective Date") by and between
Sipex Corporation, a Delaware corporation with its principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A.
("Sipex") Hangzhou Silan Integrated Circuit Co.,
Ltd., a China limited liability company with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's
Republic of China, Postcode: 310018 ("Silan IC", together with Sipex, referred to individually as a
"Party" and collectively as the "Parties").  

Recitals

WHEREAS, Sipex, Silan IC and Silan Micro have entered into a Master Agreement of even date herewith (the
"Master Agreement"), providing for, among other things, the transfer by Sipex of the equipment described in
Schedule B (attached and incorporated into this Agreement) (the "Production Equipment") to Silan IC;
and

WHEREAS, Sipex and Silan IC now seek to consummate the transfer of such Production
Equipment.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth
below and in the Master Agreement, the Parties hereto agree as follows:


	For purposes of this Agreement, unless specifically otherwise provided herein, any initially
capitalized words, terms and phrases not defined in this Agreement shall have the meaning ascribed thereto in the Master
Agreement.  The rules of interpretation set forth in Section 1.2 of the Master Agreement are incorporated herein by this
reference.
	Subject to the terms of the Master Agreement, Sipex shall deliver the
Production Equipment to Silan IC, Ex Works (Incoterms 2000) the agreed to demarcation point at the Sipex Facility, or at such other
place(s) as the parties may agree to in writing ("Demarcation Point").  Sipex shall bear the costs of
decommissioning and decontaminating the Production Equipment and moving the Production Equipment to the Demarcation Point.
Sipex's obligation to decontaminate the Production Equipment shall be solely as Sipex may be instructed to do so as agreed upon by
the Parties.  Silan IC shall bear the costs of crating, packing and shipping of the Production Equipment from the Demarcation Point.
Delivery of the Production Equipment to the Demarcation Point for crating, packing and shipment by Silan IC shall be pursuant to a
mutually agreed to schedule.  Sipex shall confirm the scheduled decommissioning and delivery dates with Silan at least (1) business
day prior to such date to permit Silan IC engineers to be present during the decommissioning and removal of the Production
Equipment.   Notwithstanding the foregoing, Sipex's shall only be obligated to deliver the Production Equipment to Silan IC after both of
the following have occurred, and provided that Silan IC has complied and is in compliance with its obligations under Section 6 of this
Agreement:  






	all Process Qualifications have been completed under the Process
Technology Transfer and License Agreement, and 
	Silan IC is successfully manufacturing, and supplying Sipex Products using the Sipex Process Technology under the Wafer Supply
Agreement, unless otherwise agreed to in writing between the Parties.  



	Silan IC is expected to satisfy the foregoing conditions, and the Production Equipment to be delivered to Silan IC as set forth in
Section 2, within two hundred and seventy (270) days after this Agreement's Effective Date. 
	Effective upon delivery of the Production Equipment in accordance with Section 2, any title and
risk of loss to the Production Equipment will pass to Silan IC.
	Silan IC shall pay to Sipex a total of [+] United States Dollars ($[+]) as consideration for the transfer of the Production Equipment under this
Agreement, which shall be due and payable upon delivery of the Production Equipment to Silan IC under this Agreement by way of
letter of credit as set forth in Section 6 below.
	At least thirty (30) days prior to the date for the delivery of the Production Equipment to Silan IC in
accordance with Section 2 above, Silan IC shall open a first demand, irrevocable and negotiable letter of credit for [+] United
States Dollars ($[+]) through a prime bank approved by Sipex, in favor of Sipex.  The letter of credit shall be negotiable and
payable on demand against a draft signed by Sipex upon the presentation of evidence of delivery of the Production Equipment to Silan
in accordance with Section 2 above.  
	The amounts payable by Silan IC under this Agreement are exclusive of any
present or future sales, property or excise tax, duties, value added tax, tariffs, landing charges or other taxes, fees and
charges.  Except for taxes based on Sipex's net income, all such taxes, when applicable, shall be paid by Silan IC whether or
not invoiced by Sipex and regardless of whether they are levied against Silan IC or Sipex.  In the event Sipex pays such taxes, Silan IC
shall immediately reimburse Sipex for such payments.  Subject to the foregoing, any present or future sales, property or excise tax,
duties, value added tax, tariffs, landing charges or other taxes, fees and charges incurred by Sipex in the United States shall be paid by
Sipex.  In the event Silan IC pays such taxes on behalf of Sipex, Sipex shall immediately reimburse Silan IC for such payments.  
	Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person, firm or
corporation other than Sipex and Silan IC, any remedy or claim under or by reason of this Agreement or any terms, covenants or
conditions hereof, and all the terms, covenants and conditions, promises and agreements contained in this Agreement shall be for the
sole and exclusive benefit of Sipex and Silan IC, and their successors and assigns.

______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -2-









	Representations and Warranties.

	Sipex represents and warrants that:

	from the Effective Date until delivery thereof under Section 2 above, all Production Equipment shall be maintained in its current
condition, excluding ordinary wear and tear arising from use of the Production Equipment by Sipex in the ordinary course of business
prior to delivery; and
	Sipex owns the Production Equipment and has the right to transfer the Production Equipment to Silan IC in accordance with the
terms and conditions of this Agreement.  



	Except as set forth in Section 9(a) above, Sipex makes no representation or warranty of any kind whatsoever with respect to the
Production Equipment (including, without limitation, any warranty of merchantability or fitness for a particular purpose), and the
Production Equipment is provided on an "as is" basis.  
	Sipex shall be responsible for obtaining the necessary United States export licenses or authorizations for shipment of the
Production Equipment as set forth under Section 2, provided that, if the cost of obtaining such licenses or authorizations exceeds five
thousand United States Dollars ($5,000.00), the Parties shall discuss in good faith sharing such excess costs.  Sipex shall assist Silan
IC, at Silan IC's cost, as reasonably necessary in completing paperwork and related documentation required by Chinese custom
officials for import of the Production Equipment into China.  In the event Sipex fails to obtain the export licenses or authorizations
necessary for shipment of Production Equipment as set forth under Section 2, Silan IC shall be entitled to terminate this Agreement in
accordance with Article 7 of the Master Agreement.  
	This Agreement shall be deemed part of the Master Agreement and governed by the terms and conditions therein.  In the event of
any conflict between the terms and conditions of (i) the body of this Agreement, (ii) the form of "Contract" set forth in
Schedule A and (iii) the Master Agreement, the terms and conditions of this Agreement shall control.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan IC have caused their duly authorized
representatives to execute this Agreement.


	

SIPEX CORPORATION


	
 

	

HANGZHOU SILAN INTEGRATED
CIRCUIT CO., LTD. 






	

By: /s/ Ralph Schmitt 


 Name: Ralph Schmitt 


 Title: Chief Executive Officer 


 Date:  February 27, 2006 




	
 

	

By: /s/ Fan Wei-Hong 


 Name: Fan Wei-Hong 


 Title: General Manager 


 Date:  February 27, 2006 








 -3-







Schedule A

        合  同 号  Contract No:         SL06001US               

       签订日期   Date:                              

合      同

CONTRACT

 

 

 

买方:
杭州士兰集成电路有限公司

The Buyers: Hangzhou Silan Integrated Circuit Co., Ltd.

地址: 中国杭州(下沙
)经济技术开发东区10号路,邮Ņ
34;310018

Address: No. 10 Road, East HETZ, Hangzhou (Xiasha) PR. China,Zip code: 310018

电话Tel:  +86 (571) 8671-4088传真Fax: +86 (571) 8671-4006


 

Sipex Corporation

The Sellers: Sipex Corporation

Address: 233 South Hillview Drive, Milpitas, CA 95053, U.S.A.

Tel                            Fax: 









This Contract is made by and between the Buyers and the Sellers, whereby the
Buyers agree to buy and the Sellers agree to sell the equipment described in Schedule B subject to the terms and conditions
stipulated below, and in that certain Production Equipment Sale Agreement entered into by and between Buyer and Seller (Production
Equipment Sale Agreement).  

1.

	
    项目

   Item No.
	
           商品名称与规格

  Commodity & Specifications
	
   单位

   Unit
	
   数量

 Quantity
	
    单价

Unit Price
	
        总价  

Total Amount

	
 

 
	
 

生产线设备

(详见清单)

equipment  production  line

 

(The details see the attachment)


	
 

 

 

 

 

 
	
 

 

 

 

 
	
 

 

 

 

 

 

 

 
	
 

[+]

EX works

 

 

 

 

 

	
 合计

   Total Value
	
美元

[+]




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



 -2-








2.
唛头:卖方以不褪色的油漆在每
件货物箱表面刷上件号、毛重、
尺码等字样及下列唛头:

SHIPPING MARK: The Sellers shall mark on each package with fadeless paint, the
package number, gross weight, measurement, etc. and the shipping mark:



3. 交货日期: 

TIME OF SHIPMENT: 



4.
装船口岸:美国主要港口

PORT OF SHIPMENT: : Main  Port of USA



5. 保险:由买方投保

INSURANCE:To Be Covered by the Buyer



6. 目的口岸:中国上海港

PORT OF DESTINATION:Shanghai Port,China



7.
设备交付前一个月开具100%货款的
0449;用证,凭发运单据即付。

Payment Terms: 100% of price secured by first demand, irrevocable Letter of Credit payable upon draft signed
by Sipex upon the presentation of evidence of delivery of the Production Equipment to Buyer.  



8. Shipping Advice: 装运通知:



9.
对本合同的修改,须用书面并经
双方代表签字后作为本合同不可
分割的一部分。

Should any contents of the Contract be amended, consent in writing shall be signed by the representatives of
the Buyers and the Sellers, the amended Contract shall be considered as an integral part of the Contract.



10. 银行手续费:
在中国境内发生的全部银行费用
由买方承担;在中国以外发生的
全部银行费用由卖方承担。


 -3-







BANKING CHARGES: All the banking charges incurred in connection with the Letter of Credit and in China
shall be borne by the Buyers, while all the banking charges incurred in the United States shall be borne by the Sellers.

 

11.
附件是本合同不可分割的组成部
分,与本合同有同等效力。

The Appendixes are indispensable parts of this Contract and equally valid as the Contract.

 

12.本合同使用中文和英文签署,
具有同样法律效力

This contract is signed in Chinese and English, with same legal effect

 

13. 13.   本合同一式
  份,买卖双方各持
  份为证

This Contract is made out in __ original copies, __ copy(ies) to be held by each party
in witness thereof.


Account Information

Pay To:FC-Silicon Valley Bank

3003 Tasman Drive

Santa Clara, CA 95054, USA


Routing and Transit #:121140399
SWIFT Code:SVBKUS6S



For the account of:Sipex Corporation

Account No:3300439362


Bank Account Contacts for Sipex

Wendy Law, Credit Manager

Phone:  408-934-7565

Fax:  408-935-7606

Email:  wlaw@sipex.com



 -4-







Barbara Glazis, Collection Analyst

Phone:  408-935-7659

Fax:  408-935-7606

Email:  bglazis@sipex.com

 

买方卖方:

The Buyers:The Sellers:


 

 

----------------

Mr. Weihong Fan

General Manager

Hangzhou Silan Integrated Circuit Co., Ltd.Sipex Corporation



 -5-









Schedule B



PRODUCTION EQUIPMENT


In addition to the Production Equipment set forth below, Sipex shall provide Silan with a list of all available
software and documentation in Sipex's possession that is necessary for the Production Equipment, such as equipment menu
passwords, procedures, special files, etc. which are contained in or on any document, disc or other physical media.




	
SIPEX PRODUCTION EQUIPMENT AND ENTRUSTMENT EQUIPMENT

	
Location
	
Barcode#
	
Name/Equipment Type
	
Acquisition date
	
Manufacturer
	
Model
	
Volts
	
Breaker
	
Country of origin
	
Date Made
	
QTY
	
Condition

	
3
	
30022
	
VERTICAL QUARTZ CLEANER
	
	
OmniClean
	
S-420
	
220
	
40
	
USA
	
?
	
1
	
IU

	
15
	
30052
	
Parts Clean Sink
	
01/02/05
	
Calogic
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
15
	
14635
	
BLUE M OVEN
	
	
Blue M
	
Blue
	
240
	
40
	
USA
	
?
	
1
	
IU

	
15
	
30253
	
BOTTLE WASH
	
	
Calogic
	
CWS
	
110
	
16
	
USA
	
?
	
1
	
IU

	
A
	
14578
	
IPC BRANSON ASHER
	
12/01/00
	
Branson
	
2000C
	
208
	
40
	
USA
	
?
	
1
	
IU

	
A
	
30013
	
LAM 590 RF GENERATOR REPAIR
	
02/20/02
	
Lam
	
590
	
208
	
40
	
USA
	
?
	
1
	
IU

	
A
	
30018
	
M&W Zander  ASHER
	
01/25/03
	
Branson
	
S2005
	
208
	
40
	
USA
	
?
	
1
	
IU

	
A
	
30069
	
LAM 4520 OXIDE ETCH SYSTEM SN
	
11/20/02
	
Lam
	
4520
	
208
	
40
	
USA
	
?
	
1
	
IU

	
A
	
30086
	
Wet Sink
	
12/31/99
	
Calogic
	
CWS8F7
	
110
	
20
	
USA
	
?
	
1
	
IU

	
A
	
30087
	
SULFURIC STRIP SINK
	
12/01/00
	
Calogic
	
CWS8F7
	
110
	
20
	
USA
	
?
	
1
	
IU

	
A
	
30116
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
A
	
30207
	
HARD BAKE OVEN
	
12/01/00
	
VWR
	
1610D
	
208
	
30
	
USA
	
?
	
1
	
IU

	
A
	
30210
	
HARD BAKE OVEN
	
12/01/00
	
Blue M
	
-
	
208
	
30
	
USA
	
?
	
1
	
IU

	
A
	
30218
	
INSPECTION SCOPE
	
12/01/00
	
-
	
-
	
-
	
-
	
-
	
?
	
1
	
IU

	
A
	
14598
	
Nanometric 50 CD
	
	
Nanometrics
	
50
	
120
	
20
	
USA
	
Sep-90
	
1
	
IU

	
A
	
30115
	
SPIN RINSE DRYER
	
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
B
	
14577
	
IPC BRANSON ASHER
	
12/01/00
	
Branson
	
11020
	
208
	
	
USA
	
?
	
1
	
IU




 -6-





	
B
	
14579
	
VWR Oven Model 1620D
	
07/31/99
	
VWR
	
1620D
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
14583
	
IPC BRANSON ASHER
	
12/01/00
	
Branson
	
-
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
14586
	
BOC EDWARDS QDP80 FOR THE LOAD
	
11/20/02
	
BOC
	
QM8500
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
30016
	
Plasma Etch (AL) - NON-FUNCTIONAL- PARTS
	
01/02/05
	
Applied
	
8330
	
208
	
	
USA
	
?
	
1
	
NIU

	
B
	
30024
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
B
	
30025
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
B
	
30026
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
B
	
30043
	
Wet bench Pad Etch
	
05/24/03
	
Calogic
	
CWSS
	
115
	
20
	
USA
	
?
	
1
	
IU

	
B
	
30044
	
Clean Sink #  3
	
01/02/05
	
Calogic
	
CWS
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
30050
	
Resist Asher # 3
	
01/02/05
	
Branson
	
2000C
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
30097
	
6" CD MEASUREMENT TOOL
	
12/01/00
	
Nanometrics
	
50
	
110
	
20
	
USA
	
?
	
1
	
IU

	
B
	
30098
	
6" DRY AL  ETCHER
	
12/01/00
	
Applied
	
83300
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
14594
	
INSPECTION SCOPE
	
	
-
	
-
	
-
	
-
	
-
	
?
	
1
	
IU

	
B
	
30261
	
Polymer Clean Sink
	
	
Modutek
	
-
	
208
	
	
USA
	
?
	
1
	
IU

	
B
	
14584
	
Branson IPC
	
	
Branson
	
2000C
	
208
	
	
USA
	
?
	
1
	
IU

	
BD
	
30021
	
Tube Cleaner
	
01/02/05
	
Calogic
	
CWS
	
115
	
16
	
USA
	
?
	
1
	
IU

	
BD
	
30260
	
POLYPROPYLENE STORAGE/DRYING C
	
09/26/02
	
Calogic
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
BD
	
30265, 30266, 30267
	
POLYPROYLENE TABLE COVERS
	
12/19/02
	
Calogic
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
BD
	
30259
	
QUARTZ HOLDER
	
	
Calogic
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
BD
	
30334
	
LEAK DETECTOR
	
	
	
	
	
	
	
	
1
	
IU

	
BD
	
30329
	
PUMP PACKAGE
	
	
	
	
	
	
	
	
1
	
IU

	
BD
	
30340
	
Hard Bake Oven
	
	
VWR
	
1300
	
120
	
20
	
USA
	
?
	
1
	
IU

	
BF
	
30215
	
INSPECTION STATION
	
12/01/00
	
-
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
BF
	
30216
	
INSPECTION STATION
	
12/01/00
	
-
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
BF
	
30217
	
INSPECTION STATION
	
12/01/00
	
-
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
C
	
14663
	
VWR Oven- Model 1610D
	
07/31/99
	
VWR
	
1610D
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30014
	
LAM GAP Control
	
12/18/02
	
Lam
	
4400
	
20
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30015
	
Plasma Etch (NTR)
	
01/02/05
	
Lam
	
490
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30017
	
Plasma Etch (SiCr)
	
01/02/05
	
Lam
	
4520B
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30090
	
SULFURIC STRIP SINK
	
12/01/00
	
Calogic
	
CWS
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30095
	
6" DRY POLY ETCHER     4400
	
12/01/00
	
Lam
	
4400
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30096
	
CERAMIC CLAMP RING FOR THE NEW
	
07/25/02
	
Lam
	
4500
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
30105
	
6" CD MEASUREMENT TOOL
	
12/01/00
	
Nanometrics
	
ATF
	
110
	
20
	
USA
	
?
	
1
	
IU

	
C
	
30220
	
INSPECTION SCOPE
	
12/01/00
	
Olympus
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
C
	
30221
	
INSPECTION SCOPE
	
12/01/00
	
Olympus
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
C
	
30112
	
Dpin Rinse Dryer
	
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU





 -7-





	
C
	
30339
	
Lam Auto Etch 590 (DRYECH03)
	
	
Lam
	
4010
	
208
	
30
	
USA
	
?
	
1
	
IU

	
C
	
14600
	
Branson Asher Controller
	
	
Branson
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
C
	
14601
	
Branson Asher
	
	
Branson
	
ITP
	
208
	
40
	
USA
	
?
	
1
	
IU

	
C
	
14602
	
Branson Asher
	
	
Branson
	
ITP
	
208
	
40
	
USA
	
?
	
1
	
IU

	
C
	
14603
	
Branson Asher Controller
	
	
Branson
	
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
C
	
14599
	
Branson Asher
	
	
Branson
	
ITP
	
208
	
40
	
USA
	
?
	
1
	
IU

	
CART
	
30251
	
Wattmeter
	
12/31/99
	
-
	
-
	
110
	
20
	
-
	
?
	
1
	
IU

	
D
	
30019
	
Resist Asher # 2
	
01/02/05
	
Branson
	
3000C
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30028
	
NITRIDE STRIP SPIN RINSE DRYER
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30028
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30046
	
Model C16 Modubath, Model C111
	
04/03/99
	
Calogic
	
CWS
	
208
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30089
	
NITRIDE STRIP SINK
	
12/01/00
	
Calogic
	
CWS
	
208
	
40
	
USA
	
?
	
1
	
IU

	
D
	
30110
	
SULFURIC STRIP SPIN RINSE DRYE
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30110
	
SULFURIC STRIP SPIN RINSE DRYE
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30222
	
INSPECTION SCOPE
	
12/01/00
	
Nikon
	
VW
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30243
	
WET OXIDE ETCH SPIN RINSE DRYE
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
14607
	
Oven
	
	
VWR
	
1610D
	
220
	
40
	
USA
	
?
	
1
	
IU

	
D
	
14611
	
Nanaospec Station
	
	
Nanometrics
	
ATF
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30247
	
Acid Sink
	
	
Calogic
	
CWS
	
208
	
63
	
USA
	
?
	
1
	
IU

	
D
	
30020
	
Sink Metal - Gutted
	
	
Calogic
	
CWS
	
208
	
63
	
USA
	
?
	
1
	
NIU

	
D
	
14662
	
INSPECTION SCOPE
	
	
Nikon
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
30111
	
SPIN RINSE DRYER
	
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
D
	
14612
	
Asher
	
	
Branson
	
90551
	
208
	
40
	
USA
	
?
	
1
	
IU

	
E
	
14614
	
Diffusion furnace
	
01/30/99
	
Calogic
	
5200
	
480
	
180
	
USA
	
?
	
1
	
IU

	
E
	
30030
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
E
	
30031
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
E
	
30047
	
Clean Sink # 1
	
01/02/05
	
Calogic
	
CWS
	
208
	
50
	
	
	
1
	
IU

	
E
	
30070
	
DIFFUSION FURNACE BANK A - (FO
	
12/01/00
	
Calogic
	
5200
	
480
	
195
	
USA
	
?
	
1
	
IU

	
E
	
30108
	
SPIN RINSE DRYER
	
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
F
	
30001
	
Diffusion Furnace
	
01/02/05
	
Calogic
	
5200
	
480
	
180
	
USA
	
?
	
1
	
IU

	
F
	
30004
	
Diffusion Furnace
	
06/06/05
	
Calogic
	
5200
	
480
	
180
	
USA
	
?
	
1
	
IU

	
F
	
30032
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
F
	
30042
	
Wet Ox Etch Sink # 1
	
01/02/05
	
Calogic
	
CWS
	
208
	
50
	
USA
	
?
	
1
	
IU

	
F
	
30244
	
EXISTING PRE-DIFFUSION SINK SP Spin Rinse
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
FAB
	
30214
	
MANUAL FLAT FINDER FFTBAS-456
	
12/18/02
	
H Square
	
Bas-456
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
FAB
	
14598 & 14611
	
NANOSPEC-FILM MEASURING TOOL M
	
07/03/99
	
	
	
	
	
	
	
1
	
IU

	
G
	
30002
	
Diffusion Furnace
	
01/02/05
	
Calogic
	
5200
	
480
	
195
	
USA
	
?
	
1
	
IU





 -8-





	
G
	
30003
	
Diffusion Furnace
	
01/02/05
	
Calogic
	
5200
	
480
	
195
	
USA
	
?
	
1
	
IU

	
G
	
30038
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
G
	
30039
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
G
	
30041
	
SINK MODEFICATION IN THE DIFFU
	
12/30/02
	
Calogic
	
CWSS
	
208
	
50
	
USA
	
?
	
1
	
IU

	
G
	
14618
	
NANOMETRIC 210
	
	
Nanometrics
	
210
	
110
	
20
	
USA
	
?
	
1
	
IU

	
H
	
30071
	
DIFFUSION FURNACE BANK G - (FO
	
12/01/00
	
Calogic
	
5200
	
480
	
195
	
USA
	
?
	
1
	
IU

	
H
	
30092
	
DIFFUSION PRE-CLEAN SINK/POST
	
12/01/00
	
Calogic
	
CWSS
	
208
	
50
	
USA
	
?
	
1
	
IU

	
H
	
30102
	
Diffusion Furnace
	
11/22/03
	
Calogic
	
5200
	
408
	
250
	
USA
	
?
	
1
	
NIU

	
H
	
30246
	
PRE-CLEAN SINK SPIN RINSE DRYE
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
IN FAB
	
38179
	
Workstatins, Cabinets, shelvin
	
05/29/99
	
Rorssmuzew
	
	
-
	
-
	
USA
	
?
	
1
	
IU

	
J
	
30258
	
Ultrastation Microscope US3B/M2
	
07/01/05
	
Irvine 1
	
USSB
	
110
	
20
	
USA
	
?
	
1
	
IU

	
J
	
30321
	
INSPECTION SCOPE
	
12/01/00
	
	
-
	
110
	
20
	
-
	
?
	
1
	
IU

	
J
	
30337
	
AUTO INSPECTION SCOPES
	
	
Irvine
	
USSB
	
110
	
20
	
USA
	
?
	
1
	
IU

	
J
	
30338
	
AUTO INSPECTION SCOPES
	
	
Irvine
	
USSB
	
110
	
20
	
USA
	
?
	
1
	
IU

	
J
	
30254
	
GONIOMETER
	
	
Rame Art
	
100-00
	
110
	
20
	
USA
	
?
	
1
	
IU

	
K
	
14576
	
BATCH DEVELOP SPIN RINSE DRYER
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
K
	
14656
	
6" VAPOR PRIME OVEN
	
12/01/00
	
YES
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
K
	
30072
	
STEPPER  NIKON
	
12/01/00
	
Nikon
	
1505G6E
	
208
	
50
	
Japan
	
Nov-89
	
1
	
IU

	
K
	
30073
	
STEPPER NIKON
	
09/30/00
	
Nikon
	
1505G6E
	
208
	
50
	
Japan
	
Nov-89
	
1
	
IU

	
K
	
30074
	
STEPPER  NIKON
	
12/01/00
	
Nikon
	
1505G6E
	
208
	
50
	
Japan
	
Jan-89
	
1
	
IU

	
K
	
30079
	
BATCH DEVELOP SINK
	
12/01/00
	
Calogic
	
CWSS
	
110
	
20
	
USA
	
?
	
1
	
IU

	
K
	
30082
	
STEPPER NIKON
	
05/15/04
	
Nikon
	
1505G6D
	
208
	
50
	
Japan
	
Feb-89
	
1
	
IU

	
K
	
30212
	
Photoresist Bottle Holder w/Se
	
05/01/99
	
SVG
	
8800
	
3-110
	
3-20A
	
USA
	
?
	
1
	
IU

	
K
	
30213
	
8800 Service Track System
	
07/31/99
	
SVG
	
8800
	
3-110
	
3-20A
	
USA
	
?
	
1
	
IU

	
L
	
30007
	
Resist Coater # 3
	
01/02/05
	
SVG
	
8800
	
240
	
	
USA
	
?
	
1
	
IU

	
L
	
30027
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
L
	
30075
	
STEPPER 1500
	
12/01/00
	
Ultratech
	
1500
	
110
	
20
	
USA
	
Nov-95
	
1
	
IU

	
L
	
30076
	
STEPPER 1500
	
12/01/00
	
Ultratech
	
1500
	
110
	
20
	
USA
	
Apr-96
	
1
	
IU

	
L
	
30077
	
UPGRADES TO ULTRATECH STEPPER
	
08/22/02
	
Ultratech
	
1100
	
110
	
20
	
USA
	
Aug-83
	
1
	
IU

	
L
	
30078
	
STEPPER 1100
	
12/01/00
	
Ultratech
	
1100
	
110
	
20
	
USA
	
Aug-83
	
1
	
IU

	
L
	
30088
	
BATCH DEVELOP SINK
	
12/01/00
	
	
	
	
	
	
	
1
	
IU

	
L
	
30094
	
CONVERT SVG STYLE SPIN CUP TO
	
10/25/02
	
SVG
	
8800
	
125
	
25
	
USA
	
?
	
1
	
IU





 -9-





	
L
	
30103
	
UPGRADES TO ULTRATECH STEPPER
	
11/22/02
	
Ultratech
	
1100
	
110
	
20
	
USA
	
May-88
	
1
	
IU

	
L
	
30104
	
UPGRADES TO ULTRATECH STEPPER
	
11/25/02
	
Ultratech
	
1100
	
110
	
20
	
USA
	
Feb-84
	
1
	
IU

	
L
	
30219
	
INSPECTION SCOPE
	
12/01/00
	
Olympus
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
L
	
14643
	
VAPOR PRIME OVEN
	
	
YES
	
1200
	
110
	
20
	
USA
	
?
	
1
	
IU

	
LOBBY
	
38499
	
LUMIDOR PRO GAS MONITOR
	
03/30/01
	
Zellweger
	
	
Batteries
	
	
USA
	
	
1
	
IU

	
M
	
30005
	
Resist Coater # 1
	
01/02/05
	
SVG
	
8800
	
3-110
	
3-20A
	
USA
	
?
	
1
	
IU

	
M
	
30006
	
Resist Coater # 2
	
01/02/05
	
SVG
	
8800
	
3-110
	
3-20A
	
USA
	
?
	
1
	
IU

	
M
	
30008
	
Develop Sink
	
01/02/05
	
Calogic
	
SKX
	
110
	
20
	
USA
	
?
	
1
	
IU

	
M
	
30080
	
STEPPER NIKON
	
01/01/04
	
Nikon
	
1505G6E
	
208
	
50
	
Japan
	
Nov-89
	
1
	
IU

	
M
	
30081
	
STEPPER NIKON
	
12/01/00
	
Nikon
	
1505G6E
	
208
	
50
	
Japan
	
Nov-89
	
1
	
IU

	
M
	
30100
	
KLA/TENCOR 5105 CRITICAL DIMEN
	
01/25/03
	
KLA
	
5105
	
208
	
40
	
Isreal
	
?
	
1
	
IU

	
M
	
38176
	
DNS SD 60A Developer Track
	
10/03/04
	
Dainnippon
	
60A
	
	
	
Japan
	
?
	
1
	
IU

	
M
	
14640
	
VAPOR PRIME OVEN
	
	
YES
	
LPIII
	
110
	
10
	
USA
	
?
	
1
	
IU

	
M
	
30113
	
SPIN RINSE DRYER
	
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
MOVES
	
30255
	
NIKON CD AND REGISTRATION TEST
	
12/18/02
	
	
	
	
	
	
	
1
	
IU

	
MOVES
	
30290
	
Nikon Intererometer Laser
	
11/24/01
	
	
	
	
	
	
	
1
	
IU

	
MOVES
	
30208 & 30209
	
HAND HELD LEAK DETECTOR UNIT
	
12/18/02
	
	
	
	
	
	
	
1
	
IU

	
MOVES
	
30257 & 30256
	
MODEL 358  EXPOSURE ANALYZER F
	
07/03/99
	
	
	
	
	
	
	
1
	
IU

	
N
	
30029
	
Spin Rinse Dryer
	
01/02/05
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
N
	
30033
	
RGA UNIT ON NEW VARIAN 3290
	
12/19/02
	
Varian
	
3290
	
208
	
50
	
USA
	
Dec-00
	
1
	
IU

	
N
	
30040
	
Four Point Probe
	
01/02/05
	
Prometrix
	
VP10E
	
110
	
20
	
USA
	
?
	
1
	
IU

	
N
	
30083
	
Power Supply
	
04/28/01
	
Varian
	
3290
	
208
	
50
	
USA
	
Jan-00
	
1
	
IU

	
N
	
30084
	
TF Clean Sink
	
01/02/05
	
Calogic
	
CWS
	
208
	
20
	
USA
	
?
	
1
	
IU

	
N
	
30085
	
Dep Clean Hood
	
01/02/05
	
Calogic
	
-
	
208
	
20
	
USA
	
?
	
1
	
IU

	
N
	
30101
	
MRC 943 UNIFORMITY APERTURE
	
12/18/01
	
MRC
	
943
	
208
	
40
	
USA
	
Dec-82
	
1
	
IU

	
N
	
30223
	
INSPECTION SCOPE
	
12/01/00
	
	
-
	
110
	
20
	
-
	
?
	
1
	
IU

	
O
	
30023
	
Novellus Dep System
	
01/02/05
	
Novellus
	
Concept 1
	
208
	
50
	
USA
	
?
	
1
	
IU

	
O
	
30035
	
Ellipsometer
	
01/02/05
	
Randolph
	
NuTuel
	
110
	
20
	
USA
	
?
	
1
	
IU

	
O
	
30036
	
Point Probe
	
01/02/05
	
Veeco
	
Fop5000
	
110
	
20
	
USA
	
?
	
1
	
IU

	
O
	
30091
	
Wet Sink 6' Goosneck Tank
	
05/01/99
	
Calogic
	
29130
	
208
	
40
	
USA
	
?
	
1
	
IU

	
O
	
30099
	
SEMIX SOG COATER
	
12/01/00
	
Semix
	
Tazmo
	
208
	
40
	
USA
	
?
	
1
	
IU

	
O
	
30245
	
PRE-CLEAN SINK SPIN RINSE DRYE
	
12/01/00
	
Semitool
	
ST270
	
110
	
20
	
USA
	
?
	
1
	
IU

	
O
	
30263
	
TEMP/HUMIDITY RECORDER
	
12/18/02
	
Dickinson
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU





 -10-





	
O
	
30264
	
MT-5 CF GI050 MANIPULATOR WITH
	
12/19/02
	
Manipulator
	
-
	
110
	
20
	
USA
	
?
	
1
	
IU

	
O
	
14630
	
NOVELLUS
	
	
Novellus
	
Concept 1
	
208
	
50
	
USA
	
?
	
1
	
IU

	
O
	
30336
	
Watkins Johnson
	
	
WJ
	
WJ996.9.1
	
208
	
100
	
USA
	
?
	
1
	
NIU

	
O
	
30117
	
INSPECTION SCOPE
	
	
Olympus
	
1118-02
	
110
	
20
	
Japan
	
?
	
1
	
IU

	
P
	
14624
	
LASER SCRIBER LASER MARK II
	
12/01/00
	
LIS
	
Mark II
	
220
	
20
	
-
	
?
	
1
	
IU

	
P
	
30211
	
HARD BAKE OVEN
	
12/01/00
	
VWR
	
1610D
	
220
	
40
	
USA
	
?
	
1
	
IU

	
P
	
14572
	
OVEN
	
	
VWR
	
1610
	
220
	
40
	
USA
	
?
	
1
	
IU

	
PAD
	
	
NITROGEN PURIFIER UNIT
	
	
-
	
-
	
208
	
15
	
-
	
?
	
1
	
NIU

	
PROBE
	
30135
	
REEDHOLM RI-40 TEST SYSTEM
	
03/31/01
	
Reedholm
	
Matrix
	
NA
	
NA
	
USA
	
?
	
1
	
IU

	
PROBE
	
30272
	
KLA 20SP PROBER
	
	
KLA
	
20SR
	
110
	
20
	
Isreal
	
?
	
1
	
IU





 

**************


 -11-










EXHIBIT B

TO THE MASTER AGREEMENT

BETWEEN SIPEX and SILAN IC and SILAN MICRO

 

==================================================================

 

PROCESS TECHNOLOGY TRANSFER AND LICENSE AGREEMENT

BETWEEN

SIPEX CORPORATION

AND

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD.

 

 

DATED AS OF FEBRUARY 27, 2006

 

==================================================================









TABLE OF CONTENTS



	
 	
Page
	
1.  Definitions	
1
	
 	
 
	
      1.1  Defined Terms	
1
	
      1.2  Rules of Construction	
3
	
 	
 
	
2.  Process Technology Transfer	
4
	
 	
 
	
      2.1  Program Coordinator	
4
	
      2.2  Delivery of Process Technology	
4
	
      2.3  Technical Training at Sipex Facility	
5
	
      2.4  Technical Support at Silan Facility	
5
	
      2.5  Use of Sipex Facilities	
6
	
      2.6  Consultation and Advice by Correspondence	
7
	
      2.7  Additional Technology Transfer and Assistance and Training	
7
	
      2.8  Limitations	
7
	
      2.9  Employee Confidentiality Agreements	
7
	
 	
 
	
3.  Process Qualification	
8
	
 	
 
	
      3.1  Facilities	
8
	
      3.2  Process Qualification	
8
	
      3.3  Confirmation of Process Qualification	
8
	
 	
 
	
4.  Licenses and Intellectual Property Rights	
9
	
 	
 
	
      4.1  Process Technology Licenses	
9
	
      4.2  Silan Improvements	
9
	
      4.3  Third Party Rights	
10
	
      4.4  Indemnification with Respect to Process IP Claims	
10
	
      4.5  Ownership	
13
	
      4.6  Taxes	
13
	
 	
 
	
5.  Costs and Expenses	
14
	
 	
 
	
      5.1  Sipex Process Technology Transfer	
14
	
      5.2  Technical Assistance and Travel Expenses	
15
	
      5.3  Process Qualification Costs	
16
	
      5.4  Payments	
16
	
 	
 
	
6.  Representations and Warranties	
17
	
 	
 
	
      6.1  Sipex	
17
	
      6.2  Silan	
17
	
      6.3  Disclaimer	
17
	
      6.4  Insurance	
18
	
 	
 
	
7.  Term and Termination	
18
	
 	
 
	
      7.1  Term	
18



 - i -





	
      7.2  Termination	
18
	
 	
 
	
8.  Master Agreement Terms	
19




Exhibits

Exhibit B-1 -- Process Qualification Procedure And Due Dates

   Exhibit B-2 -- Qualification Maskworks

   Exhibit B-3 -- Sipex Processes

   Exhibit B-4 -- Process Technology Materials And Delivery Schedule

   Exhibit B-5 -- Process Qualification Specifications



 - ii -






Process Technology Transfer and License Agreement

This Process Technology Transfer and License Agreement, including the Exhibits hereto (this
"Agreement"), is entered into as of February 27, 2006 (the "Effective Date") by and between Sipex Corporation, a
Delaware corporation with its principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. ("Sipex") and Hangzhou Silan Integrated Circuit Co., Ltd., a China
limited liability company with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's Republic of
China, Postcode: 310018 ("Silan", together with Sipex, referred to individually as a "Party" and collectively as the
"Parties"). 

Recitals

WHEREAS, the Parties are entering into a series of transactions related to the transactions
contemplated by this Agreement for, among other things, the transfer and licensing of semiconductor processes and designs from
Sipex to Silan, the sale of equipment to Silan, and the supply of products from Silan to Sipex.

WHEREAS, Sipex owns certain process technology and know-how for the fabrication of semiconductor
devices;

WHEREAS, Silan desires to obtain such process technology and know-how so as to replicate such
processes at Silan's own manufacturing facility; and

WHEREAS, Sipex is willing to transfer such process technology and know-how to Silan and to grant
Silan a license to use such process technology in the Silan manufacturing facility in accordance with the terms set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein and in the Master Agreement, the Parties, intending to be legally bound, hereby agree as follows:




	Definitions

1.1   Defined Terms
.
  For purposes of this Agreement, the following words, terms and phrases shall have the meanings
assigned to them in this Article 1 unless specifically otherwise provided herein. Any initially capitalized words, terms and phrases
not defined in this Agreement shall have the meaning ascribed thereto in the Master Agreement between the Parties of even date
herewith (the "Master Agreement"): 




	"Intellectual Property Rights" means the United States and foreign rights associated
with the following: (i) patents and patent applications ("Patent Rights"); (ii) copyrights, copyright registrations and applications
therefor ("Copyrights"); (iii) Maskworks, Maskwork registrations and applications therefor ("Maskwork Rights"); (iv)
trade-secret rights and all other trade secret or similar proprietary rights in confidential business or technical information ("Trade
Secret Rights"); and (v) any similar, corresponding or equivalent rights to







any of the foregoing any where in the world. For
purposes of this Agreement, Intellectual Property Rights excludes any United States and foreign rights associated with Trademarks.




	"Licensed Products" has the meaning ascribed to such term in Section 1.1(g) of the Product
License Agreement.


	"Maskwork" has the meaning assigned to such term under  901(a)(2) of Title 17 of the United
States Code, as amended.


	"PCM Criteria" means the process control monitor criteria for each Process set forth in
Exhibit B-1. 


	"Process IP Claim" means any Action brought by a third party (other
than any Affiliate of either Party or any entity under either Party's control) alleging that the process used to manufacture a Licensed
Product or a Silan Product infringes and/or misappropriates the Intellectual Property Rights of a third party.


	"Process Qualification", "Qualification" or "Qualify", as the context
requires, means with respect to each of the Sipex Processes, that such Sipex Process when run in the Silan Facility meets the Process
Qualification Specification for such Sipex Process in accordance with Article 3 below.


	"Process
Qualification Costs" means (i) all amounts paid by each Party to any third party for goods and services and (ii) all reasonable non-
recurring engineering costs (based on reasonable and customary applicable labor costs) incurred by each Party, in each case in
connection with the Process Qualification of the Sipex Process Technologies pursuant to this Agreement, including but not limited to
Sipex's confirmation of the Process Qualification under Section 3.3, provided that such costs do not include the costs of any
Qualification Maskworks. 


	"Process Qualification Date" means for each Sipex Process the date set forth
in Exhibit B-1 on which Silan shall deliver Qualification Wafers which meet the relevant PCM Criteria set forth in Exhibit B-
1.


	"Process Qualification Specifications" means the specifications set forth in Exhibit B-5 that each
Sipex Process Technology run in the Silan Facility must achieve (including as evidenced by the testing of the Qualification Wafers) in
order for such Sipex Process Technology to be deemed Qualified in accordance with Section 3.2.


	"Program Coordinator" has the meaning set forth in Section 2.1 below.


	"Qualification Maskworks" means the Maskworks identified on Exhibit B-2.

 -2-







	"Qualification Wafers" means wafers manufactured in connection with Process
Qualification.


	"Silan Products" means semiconductor devices, other than Sipex Products and
Licensed Products, manufactured in the Silan Facility using any of the Sipex Process Technologies or any process technology derived
from or based upon a Sipex Process Technology, where the design for which originates solely from Silan and such products are sold by
Silan exclusively under a Silan Trademark. 


	"Sipex
Maskworks" has the meaning ascribed to such term in Section 1.1(z) of the Wafer Supply Agreement.


	"Sipex
Process(es)" means each of Sipex's unique process flows used in its Bipolar and BiCMOS semiconductor
manufacturing, as set forth in Exhibit B-3 hereto. 


	"Sipex
Process Technology" means generally the Technology for each Sipex Process. 


	"Sipex
Process Technology Materials" means the material, documents and data, as more fully described in the Exhibit
B-4 attached hereto, in Sipex's possession as of the date hereof constituting or describing the Sipex Process Technology,
including, equipment lists, tools, chemical, process manuals. 


	"Sipex Products" has the meaning ascribed to such term in Section 1.1(aa) of the Wafer Supply
Agreement.


	"Technology" means any and all technology, software,
hardware, technical information, know-how, show-how, Confidential Information, processes, procedures, compositions, formulae,
protocols, designs, drawings and other data and materials, excluding in every case any and all Intellectual Property Rights therein and
thereto.


	"Term" means the period during which this Agreement is in effect, as more
specifically set forth in Article 7 of this Agreement.


	"Trademarks" means registered and unregistered, and applications for registration of, trademarks,
logos, service marks, trade dress and similar designations of origin.

1.2   Rules of Construction.


  The rules of Interpretation set forth in Section
1.2 of the Master Agreement are incorporated herein by this reference.




 -3-







	Process
Technology Transfer

2.1   Program
Coordinator
.



	Each Party shall appoint its senior employee named below as its program coordinator responsible for the
implementation of the Process Technology transfer pursuant to this Agreement (each such person, the "Program
Coordinator"): 



	Silan Program Coordinator: Wen Yong Xiang


	Sipex Program Coordinator: Wes Poate


	A Party may change its Program Coordinator upon written notice to the
other.


	The Program Coordinators shall meet by phone or in person on a regular basis to coordinate the Process
Technology transfer and Process Qualification. In the event of any dispute between the Parties under this Agreement, the Program
Coordinators shall attempt to resolve the dispute amicably and shall escalate any dispute they are unable to resolve to their respective
senior management in accordance with the procedures set forth in Article 8 of the Master Agreement 

2.2   Delivery of Process
Technology
.



	Sipex shall deliver Sipex Process Technology Materials and Qualification Maskworks to Silan in a timely
manner in accordance with the timetable agreed upon by the Project Coordinators. 


	Sipex shall deliver to Silan all Sipex Process Technology Materials reasonably necessary to enable Silan to
"copy exact", where possible, the Sipex Process Technology in the Silan Facility.


	Unless otherwise agreed, and subject to compliance with Governmental Regulations, all Sipex Process
Technology Materials, will, to the extent practicable, be delivered by secure electronic means.


	All Sipex Process Technology Materials not capable of delivery by electronic means will be shipped EX
Works (Incoterms 2000) the Sipex Facility by a carrier agreed upon by the Parties. 


	The delivery of any Sipex Process Technology Materials will be subject to each Party obtaining the
necessary export and import clearances in accordance with Article 3 of the Master Agreement and Section 5.1 of this Agreement. Sipex
shall be responsible for any costs and expenses associated with obtaining the necessary United States export permits and consents to
deliver the Sipex Process Technology Materials to Silan under this Agreement. Silan shall be responsible for any costs and expenses
associated with obtaining the necessary

 -4-






Chinese import permits and consents to import the Sipex Process Technology Materials
delivered to Silan under this Agreement. 


2.3   Technical Training at Sipex
Facility
.



	In order to enable Silan to understand the operation and use of the Sipex Process Technologies and to
Qualify such Sipex Process Technologies in the Silan Facility, Sipex will provide Silan technical personnel with accesses to, and
training in, the Sipex Facility as described below. 


	In order to receive such training Silan shall send a reasonable number of Silan experienced technical
personnel to the Sipex Facility. Such Silan technical personnel may observe and become familiar with the Sipex Process and the use of
the Process Technology at the Sipex Facility. All such Silan technical personnel shall (i) be in the sole and exclusive employ of Silan
and (ii) properly trained and competent in their respective technical areas. The number of Silan technical personnel present at the Sipex
Facility at any one time shall be subject to Sipex's prior approval. 


	Sipex shall cooperate with Silan technical personnel sent to the Sipex Facility and assist them in learning
the engineering and manufacturing methods and techniques with respect to the Sipex Processes used in the Sipex Facility. 


	Sipex shall provide the Silan technical personnel with reasonable office space and communications access
while at the Sipex Facility. Silan shall reimburse Sipex for any communications costs which are not reasonably related to such
personnel's training while at the Sipex Facility.


	Silan personnel shall observe all of Sipex's employee rules and regulations and abide by any instructions
from Sipex personnel while at the Sipex Facility.


	Silan shall be solely responsible for obtaining any necessary visa and permits required for the entry of its
technical personnel into the United States; provided that Sipex shall provide Silan with all necessary assistance in obtaining such
visas.


	Silan shall be solely responsible for all of its technical personnel's travel, lodging and other
expenses.


	Silan shall be solely responsible for, and shall indemnify Sipex in accordance with Article 6 of the Master
Agreement for any and all Liabilities that Sipex may suffer or incur as result of any act or omission of a Silan employee while on the
premises of the Sipex Facility.

2.4   Technical
Support at Silan Facility
.



	As provided herein, technical personnel of Sipex and/or its Affiliates shall travel to the Silan Facility in China
to assist Silan in the transfer of the Sipex

 -5-






Process Technology and in qualifying the Sipex Process Technologies, including the
installation and operation of the Sipex Processes. Such technical personnel shall include up to a total of six (6) engineers to assist Silan
in such transfer, installation and operation; in no event shall any such engineers be required to travel to or be present at the Silan
Facility at the same time. Silan will have the necessary technical expertise and personnel to be trained to install and use the Sipex
Processes in the Silan Facility.



	All such technical personnel shall (i) be in the sole and exclusive permanent employ of Sipex (or its
Affiliates) and (ii) properly trained and competent in their respective technical areas.


	Sipex shall be initially solely responsible for all of its technical personnel's travel and other expenses;
provided, however, that all such expenses shall be reimbursed to Sipex in accordance with Article 5. 


	Sipex shall be solely responsible for obtaining any necessary visa and permits required for the entry of its
technical personnel into China; provided that Silan shall provide Sipex with all necessary assistance in obtaining such visas.


	Silan shall assure that the Sipex technical personnel have adequate office facilities and access to
communication and computer equipment to adequately perform their tasks while at the Silan Facility. 


	Sipex personnel shall observe all of Silan's employee rules and regulations and abide by any instructions
from Silan personnel while at the Silan Facility.


	Sipex shall be solely responsible for, and shall indemnify Silan in accordance with Article 6 of the Master
Agreement for any and all Liabilities that Silan may suffer or incur as result of any act or omission of a Sipex personnel while on the
premises of the Silan Facility.

2.5   Use of Sipex Facilities

.


	Provided that it will not disrupt or delay Sipex's operations, Sipex shall, upon Silan's reasonable request, to
the extent necessary to enable Silan to complete Process Qualification of the Sipex Process Technologies:



	make available to Silan at the Sipex Facility test and manufacturing equipment and facilities that would be
impracticable for Silan to duplicate; and


	perform testing and analysis of the Qualification Wafers manufactured in the Silan Facility; 


	Process in whole or part Qualification Wafers for Silan. 

 -6-







	Silan shall reimburse Sipex for all of the costs and expenses incurred by Sipex as a result of or in providing
the services and assistance set forth in this Section 2.5 pursuant to Article 5. 

2.6   Consultation and Advice by
Correspondence
.
  In addition to assistance provided as part of the transfer of Process Technology under
Article 2 above Sipex will use reasonable commercial effort to consult with and advise Silan by email and telephone in the event
that Silan encounters any difficulties of problems in the of the Sipex Process Technologies or the manufacture of wafers. Such services
will be provided without charge by Sipex to Silan except for the reimbursement of Sipex's expenses and costs as set forth in Article 5.


2.7   Additional Technology Transfer and
Assistance and Training
.
  Sipex's obligation to provide the assistance under Sections 2.4 above shall continue, with
respect to each Process, for a period of ninety (90) days after the Process has been successfully Qualified. If Silan requires the
technical assistance under Sections 2.4 after such ninety (90) day period or if Silan requires technical assistance in addition to
that specified under Sections 2.4 above, to, for example, operate the Sipex Processes in the Silan Facility or otherwise
manufacture and test Silan Products, Sipex shall use reasonable commercial effort to provide such technical assistance (including
furnishing technical and any other data, and information) provided that Silan compensates Sipex therefore in accordance with Article 5.
In no event shall Sipex be deemed in breach of this Agreement for failure to provide such assistance other than as determined by
Sipex. 

2.8   Limitations
.
  Notwithstanding anything to the contrary set forth herein or in any other Transaction Agreement:




	Sipex shall be under no obligation to
further provide, develop or otherwise make available to Silan any Technology which Sipex determines, in its sole discretion, is beyond
the scope of that needed to implement the Sipex Process Technology in the Silan Facility.


	Sipex shall not be required to deliver any Sipex Technology if the delivery or disclosure of such Technology
would violate any laws or regulations of any country including the USA or China. To the extent Sipex is unable to deliver any such Sipex
Technology, such failure shall be deemed an Event of Force Majeure under Section 9.2 of the Master Agreement and the Parties shall
negotiate in good faith in accordance with Section 9.2(c) of the Master Agreement to reach an acceptable solution prior to either party
terminating this Agreement based on such Event of Force Majeure. 

2.9   Employee Confidentiality Agreements

.
  Each of the Sipex and Silan employees sent to the other's facility shall execute a nondisclosure
agreement which is at least as protective of the other Party's Confidential Information as set forth herein, as a condition precedent to
admission or access to such facility. Such nondisclosure agreement shall be at least as protective of the Confidential Information of the
Disclosing Party as set forth in Article 4 of the Master Agreement.




 -7-







	Process Qualification

3.1   Facilities


.
	  Except as expressly set forth in this Agreement or any other Transaction Agreement, Silan
shall be solely responsible for providing and possessing all necessary equipment, personnel, supplies and facilities to ensure the
efficient transfer of the Process Technology and the completion of each Process Qualification in the Silan Facility. Silan shall install and
render operational in the Silan facility all of the equipment necessary to operate the Sipex Processes and manufacture the Sipex
Products in accordance with the time tables set forth herein and in the Transaction Agreements.

3.2   Process Qualification
.



	Following its receipt of the Sipex Process Technology Materials, Silan shall commence the process of
implementing the Processes in the Silan Facility and the production of Qualification Wafers for each of the Sipex Processes, which
wafers shall be sent to Sipex to complete Process Qualification in accordance with Section 3.3. Process Qualification not be deemed to
have occurred until such time as Sipex completes all Process Qualification testing and confirms to its reasonable satisfaction that the
Sipex Processes as installed in the Silan Facility conform to all Process Qualification Specifications set forth in Exhibit B-5.
The foregoing procedures are set forth in greater detail in Exhibit B-1 and shall be coordinated by the Project Coordinators.



	Subject to Sipex's delivery of the Sipex Process Technology Materials and its performance of its obligations
under Article 2, Silan shall deliver to Sipex, for each of the Sipex Process Technologies, Qualification Wafers by the relevant Process
Qualification Date that will achieve Process Qualification in accordance herewith and Exhibit B-1. Silan acknowledges that
time is of the essence with respect to its delivery of Qualification Wafers that meet the PCM Criteria for Process Qualification. In the
event that any Qualification Wafers fail to meet the relevant PCM Criteria for Process Qualification, Sipex shall provide Silan with
reasonable assistance in accordance with the terms of this Agreement to determine the cause of such failure and possible corrections
for Silan to make in order to resolve such failure. 


	It is anticipated that at least three (3) wafer fabrication lots and a minimum of six finished Qualification
Wafers for each of the specific Sipex Product groups will be created in the course of each Process Qualification. Silan will seek to
process Qualification Wafers with a cycle time of no more than 1.5 day per mask layer. 

3.3   Confirmation of Process Qualification

.


	Sipex will inform Silan if the Qualification Wafers manufactured by Silan meet Process Qualification
standards. Subject to any confidentiality obligations of Sipex to any third party, Sipex agrees to provide Silan with all of Sipex's test
results and other information or materials reasonably available in connection with Process Qualification, whether or not the Qualification
Wafers manufactured by Silan meet the Process Qualification Specifications. Silan will provide Sipex with any test results and other
materials necessary to the enable Sipex to confirm the completion of such Process Qualification. At no charge to Sipex,


 -8-






Silan will
provide Sipex with Qualification Wafers that Sipex may reasonably need to test in order to confirm the success of each Process
Qualification. Sipex shall be free to provide any such test results and materials, including, but not limited to, any quality reports
furnished, to current and prospective customers of Sipex. 



	If Silan has failed to deliver Qualification
Wafers that demonstrate that each of the Sipex Process Technologies has been Qualified by the date for such Qualification set forth in
Exhibit B-1, such failure shall not be deemed a breach of this Agreement by Silan and/or Sipex, and either Party may
terminate this Agreement upon thirty (30) days' prior written notice to the other unless the Parties have agreed to extend the relevant
date for such Qualification prior to the expiration of such thirty (30) day period. In the event of such termination, Sipex shall refund to
Silan, fifty percent (50%) of the Process Technology Transfer Fee paid by Silan hereunder and the Parties may agree to discuss in
good faith an equitable adjustment of the remainder of the Process Technology Transfer Fee. The termination of this Agreement under
this Section 3.3(b) shall not be considered a breach of this Agreement by either Party.


	Licenses and Intellectual Property Rights

4.1   Process Technology
Licenses
.



	Subject to the terms and conditions of this Agreement and the Master Agreement, Sipex hereby grants to
Silan, a personal, royalty free, internal, non-exclusive, non-transferable, non-sublicensable, license under Sipex's Intellectual Property
Rights in and to the Sipex Process Technology and the Sipex Process Technology Materials to: 



	make (but not have made), in each case solely at the Silan Facility, Silan Products; 


	modify or otherwise create derivative works of, and other material improvements to, the Sipex Process
Technology ("Process Technology Improvements"); and


	sell and offer for sale Silan Products, and deliver such Silan Products to customers.


	For avoidance of doubt, the foregoing license does not include the right for Silan to use, modify or
otherwise exploit any of the Qualification Maskworks in connection with any Silan Products. Silan's entire right and license to use any
Qualification Maskworks or any Sipex Maskworks to manufacture semiconductor products for sale to third parties is solely and
exclusively as set forth in the Product License Agreement.

4.2   Silan
Improvements
.



	Subject to Sipex's underlying rights (including all Intellectual Property Rights) therein and thereto, as
between Sipex and Silan, Silan shall, subject to


 -9-






Section 4.2(b) below, own all right, title and interest (including Intellectual
Property Rights) in and to any material Process Technology Improvements created exclusively by Silan, provided that this
Section 4.2 does not, by way of implication, estoppel or otherwise, grant Silan any license or right of use or freedom to operate or
any immunity under any of Sipex's Intellectual Property Rights that may be required or useful to use, implement or otherwise exploit any
such Process Technology Improvements and that any license with respect to such underlying rights of Sipex, is solely and exclusively
as set forth in Section 4.1 hereof.



	Silan hereby grants to Sipex, a worldwide, non-exclusive, non-transferable (except as set forth in the Master
Agreement), non-sublicenseable (except to any Sipex Affiliates), royalty-free right and license under Silan's Intellectual Property Rights
in and to all Process Technology Improvements to (i) make, have made, sell, offer for sale, import and otherwise exploit any products
and services and to practice any process, method or procedure in connection therewith with in the scope of such rights
("Improvements License"). No less than thirty (30) days prior to the expiration of third (3rd) anniversary of
the Effective Date, the Parties agree to negotiate in good faith whether to extend the Improvements License after the termination of this
Agreement and what, if any, royalties or license fees will be payable by Sipex for such license. 


	Silan will disclose to Sipex if any Process Technology Improvements are
based upon or would infringe any third party's Intellectual Property Rights and Silan will indemnify Sipex in accordance with Article 6 of
the Master Agreement for any and all Liabilities that Sipex may suffer or incur in the event it fails to disclose such information or
facts. 


	During the term of this Agreement, Silan shall disclose to Sipex in writing and
on a regular basis (but in no event less than twice per year) any material Process Technology Improvements made by Silan. In the
event no such Process Technology Improvements are made during any such period, Silan shall disclose such fact in writing.


4.3   Third Party Rights
.
  Notwithstanding the delivery of Sipex Process Technology and grant of a license thereto
hereunder, Silan understands and agrees that its use of the Sipex Process Technology may require that Silan obtain a license to the
Intellectual Property Rights of third parties and that Sipex makes no representation or warranty that the Sipex Process Technology does
not infringe any third party's Intellectual Property Rights. 


4.4   Indemnification with Respect to Process IP Claims
.



	Licensed Product Process IP Claim. 



	Sipex as Sole Defendant. In the event any Process IP Claim is
brought solely against Sipex arising out of the sale of any Licensed Product by Silan in Greater China and such Process IP Claim is
based on a Sipex Process as (i) originally Qualified under this Agreement; or (ii) modified by mutual written agreement of the Parties
(together "Original Process"), Sipex shall conduct the defense of such Process IP Claim and Silan shall indemnify Sipex in
accordance with Article 6 of the Master Agreement against any Liabilities

 -10-






incurred by Sipex that are in excess of the Royalties received
by Sipex from Silan under the Product License Agreement based on the sale of the Licensed Product(s) that were manufactured using
the Original Process that is the subject of such Process IP Claim, provided that, if such Process IP Claim is based on
any process of manufacture other than an Original Process ("Modified Process"), Silan shall indemnify Sipex in accordance
with Article 6 of the Master Agreement for any Liabilities incurred by Sipex as a result of such Process IP Claim, unless
Silan can demonstrate, through a successful arbitral decision awarded pursuant to Section 8.2 of the Master Agreement, that the
Process IP Claim would have succeeded with respect to the relevant Original Process on which the Modified Process is based, even
without Silan's modifications or changes, in which case, the Parties' obligations with respect to such Process IP Claim shall be as if
such Process IP Claim was based on an Original Process. 



	Silan as Sole Defendant or Sipex and Silan as Co-Defendants. In
the event any Process IP Claim is brought solely against Silan or against Sipex and Silan as co-defendants arising out of the sale of
any Licensed Product by Silan in Greater China and such Process IP Claim is based on an Original Process, Silan shall conduct the
defense of such Process IP Claim and Sipex shall indemnify Silan in accordance with Article 6 of the Master Agreement against any
Liabilities incurred by Silan up to the amount of Royalties received by Sipex from Silan under the Product License Agreement based on
the sale of the Licensed Product(s) that were manufactured using the Original Process that is the subject of such Process IP Claim,
provided that, if such Process IP Claim is based on any Modified Process, Silan shall indemnify Sipex in accordance
with Article 6 of the Master Agreement for any Liabilities incurred by Sipex as a result of such Process IP Claim, unless
Silan can demonstrate, through a successful arbitral decision awarded pursuant to Section 8.2 of the Master Agreement, that the
Process IP Claim would have succeeded with respect to the relevant Original Process on which the Modified Process is based, even
without Silan's modifications or changes, in which case, the Parties' obligations with respect to such Process IP Claim shall be as if
such Process IP Claim was based on an Original Process.


	Silan Product Process IP Claim. 



	Sipex as Sole Defendant. In the event any Process IP Claim is brought solely against Sipex
arising out of the sale of any Silan Product by Silan, Sipex shall conduct the defense of such Process IP Claim and Silan shall
indemnify Sipex in accordance with Article 6 of the Master Agreement against any Liabilities incurred by Sipex as a result of such
Process IP Claim. 


	Silan as Sole Defendant or Sipex and Silan as Co-Defendants. In the event any Process
IP Claim is brought solely against Silan, or jointly against Silan and Sipex as co-defendants, arising out of the sale of any Silan Product
by Silan, Silan shall conduct the defense of and shall be fully liable for such Process IP Claim and, in the event the Process IP Claim is
brought against Sipex as a co-defendant, Silan shall indemnify Sipex in accordance with Article 6 of the Master Agreement against any
Liabilities incurred by Sipex as a result of such Process IP Claim. 

 -11-







	Sipex shall have no obligation to indemnify Silan in connection with any Process IP Claim based on the
manufacture or sale of a Silan Product. 


	Royalty Indemnity Amounts. In the event Sipex incurs any
indemnity Liabilities with respect to any Design IP Claim brought under the Product License Agreement, Sipex's indemnity obligations
under Section 4.4(a)(i) and Section 4.4(a)(ii) above with respect to the same Licensed Product shall be reduced by an amount equal to
Sipex's indemnity Liabilities with respect to any such Design IP Claim, such that Sipex's total aggregate indemnity Liability with respect
to any Licensed Product shall not exceed the amount of Royalties received for such Licensed Product. 


	SOLE REMEDY. THIS
SECTION 4.4 STATES EACH PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS AND LIABILITIES AND ITS SOLE AND EXCLUSIVE
REMEDY FOR ANY CLAIM OF INFRINGEMENT OF A THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE PROCESS
TECHNOLOGY USED BY SILAN. 


	LIMITATION OF LIABILITY. SUBJECT TO SECTION 4.4(d)
ABOVE, SIPEX'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PROCESS IP CLAIM (AS
DEFINED IN SECTION 1.1(e)) SHALL BE LIMITED TO THE AMOUNT OF ROYALTIES RECEIVED BY SIPEX, AND SUBJECT TO
SECTION 4.4(g), EARNED, FOR THE LICENSED PRODUCT THAT IS THE SUBJECT OF SUCH CLAIM ("LIABILITY
AMOUNT"). UPON SIPEX HAVING EXPENDED AN AMOUNT EQUAL TO THE LIABILITY AMOUNT IN CONNECTION WITH
ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, SIPEX SHALL HAVE NO FURTHER OBLIGATION WITH RESPECT TO
SUCH CLAIM AND SIPEX MAY TRANSFER THE DEFENSE OF ANY SUCH CLAIM TO SILAN MICRO. 


	For purposes of determining the Liability Amount, Royalties earned but not
yet received by Sipex will only be used to offset payments otherwise due from Sipex under Section 4.4(a)(ii) above. 


	SIPEX'S LIMITATION OF LIABILITY WITH RESPECT TO ANY PROCESS IP CLAIM (AS DEFINED IN
SECTION 1.1(e)) UNDER THIS SECTION 4.4 SHALL NOT APPLY TO THE EXTENT OF ANY PROCESS IP CLAIM ARISING
DIRECTLY OUT OF SIPEX'S WILLFUL BREACH OF SECTION 6.1(c) BELOW.


	EACH PARTY'S LIABILITY FOR ANY SIPEX PRODUCT PROCESS IP CLAIM (AS DEFINED IN
SECTION 1.1 OF THE WAFER SUPPLY AGREEMENT) IS SET FORTH IN THE WAFER SUPPLY AGREEMENT. 


	Except as set forth in Section 4.2(c), in no event shall Silan be required to indemnify and hold Sipex
harmless under Article 6 of the Master Agreement for any Action or Liability for infringement of a third party's Intellectual Property
Rights arising out of Sipex's sale or offer for sale of any Sipex Products not manufactured by Silan to the extent such

 -12-






Action or Liability
is based on any Silan Process Technology Improvements and Sipex shall be solely liable for any such Action and Liability.



4.5   Ownership
.



	Except for the limited rights and licenses granted by one Party to the other as set forth in this Article 4, each
Party hereby retains all of its right, title and interest in and to all of its Intellectual Property Rights and neither Party shall be deemed to
have granted, whether by implication, estoppel or otherwise, any other right or license to its Intellectual Property Rights. All Sipex
Process Technology Materials, Qualification Maskworks and other materials provided or disclosed by Sipex to Silan hereunder shall be
deemed Sipex Confidential Information.


	All Silan Process Technology Improvements and other materials provided or disclosed by Silan to Sipex
hereunder to the extent constituting Confidential Information as defined under Section 1.1(c) of the Master Agreement, shall be deemed
Silan's Confidential Information. 


	Notwithstanding the delivery of any Qualification Maskworks to Silan, all such Maskworks shall remain the
sole and exclusive property of Sipex. Silan shall be liable for any and all damage, risk of loss, and replacement of the damaged and/or
lost Qualification Maskworks while in the possession of Silan. Silan shall adequately insure the Qualification Maskworks against any
such damage and risk of loss. In no event shall Silan make any copies of any Qualification Maskworks without Sipex's prior written
consent, and any such reproduced Maskworks will remain the property of Sipex. Silan shall be responsible for any costs (including
those incurred by Sipex) associated with obtaining the necessary export and import permits and consents to ship the Maskworks to
Silan.

4.6   Taxes
.
  Except as set forth under Section 5.1(g), Sipex shall be liable for all withholding or income taxes
("Withholding Taxes") and business taxes ("Business Taxes") imposed by any Governmental Authority in China with
respect to any royalties, license fees or other consideration paid by Silan to Sipex, or deemed to have been paid or received, by Sipex
by virtue of the Improvements License granted by Silan to Sipex to the Process Technology Improvements under Section 4.2(b)
("License Consideration"). To the extent applicable, Silan may withhold from any License
Consideration paid to Sipex under this Agreement any Withholding Taxes required to be withheld under the applicable laws of China.
Silan shall apply for exemption from Business Taxes for and on behalf of Sipex as set forth and in accordance with Guoshuifa [2005]
No. 45 (Issued by MOC/SAT on 3/17/2005) and CaiShuiZi [1999] No. 273 (November 2, 1999) of the Ministry of Finance and
the State Administration of Taxation (the "Exemption") or any other applicable laws then in effect. Sipex shall pay, and/or Silan
may withhold from any License Consideration made hereunder, the Business Tax applicable to such payments. Such Withholding
Taxes and Business Taxes shall be timely paid by Silan on behalf of Sipex to the appropriate taxing authorities in China and Silan shall
provide Sipex with official receipts issued by said taxing authority or such other evidence as is reasonably available to establish that
such taxes have been paid within forty five (45) days of Silan's payment of such Business Taxes and Withholding Taxes. Each Party
shall cooperate with the other and take all


 -13-






actions reasonably necessary in order to secure a reduction or elimination of Withholding
Taxes or Business Tax pursuant to any income tax treaty or agreement between the United States and China in accordance with
Guoshuifa [2005] No. 45 (Issued by MOC/SAT on 3/17/2005) and CaiShuiZi [1999] No. 273 (November 2, 1999) or any other
applicable laws then in effect. If an Exemption is obtained, Silan shall include any refund or reimbursement of any Withholding Taxes,
Business Taxes, or other Taxes otherwise paid by Sipex or withheld from any Royalty payment, as part of Silan's next scheduled
Royalty payment. Sipex shall pay or reimburse Silan for any costs and expenses incurred by Silan in applying for and obtaining the
Exemption, provided such costs and expenses are approved in advance in writing by Sipex. Prior to incurring any such costs and
expenses, Silan shall provide Sipex with a written notice detailing the source and the amounts of such costs and expenses. If Sipex
fails to notify Silan of its agreement to pay such costs and expenses within ten (10) days of receipt of Silan's written notice thereof,
Sipex shall be deemed to have not approved, and shall not be required to pay or reimburse Silan for, such amounts. Silan shall not be
liable to Sipex for failure to apply for or obtain the Exemption based on Sipex's failure to approve in writing any such costs and
expenses. For avoidance of doubt, in no event shall Silan be deemed in breach of this Agreement for failure to pay Sipex any License
Consideration payments under this Agreement during the period that Silan is applying for an Exemption under this Section 4.6 and
none of such payments shall be subject to any interest payment penalty under Section 5.4. 






	Costs and
Expenses

5.1   Sipex Process Technology
Transfer
.



	Except as otherwise provided herein, each Party shall be responsible for and shall pay its own costs and
expenses incurred in its performance of its obligations under this Agreement.


	Except as otherwise provided herein, Silan shall be solely responsible for,
and shall pay, all costs and expenses incurred by Silan or Sipex for the shipment from Sipex to Silan and import by Silan of the Sipex
Process Technology and the installation and Qualification of such Sipex Process Technology in the Silan Facility. 


	Without limiting its obligations under Section 5.1(b) or 5.1(e), Silan shall be responsible for and shall pay all
costs and expenses of obtaining or complying with any Governmental Authorizations related to the transfer or importation of the Sipex
Process Technology into China. Notwithstanding the foregoing, to the extent the cost incurred by Silan of obtaining (but not complying
with) any Government Authorizations is in excess of five thousand United States Dollars ($5,000), Sipex agrees to enter into good faith
negotiations with Silan to minimize such costs or otherwise reach a mutually agreeable arrangement with respect to such costs.



	Without limiting Silan's obligations under Section 5.1(b) or 5.1(e), Sipex shall be responsible for and shall
pay all costs and expenses of obtaining or complying with any Governmental Authorizations related to the transfer or export of the
Sipex Process Technology from the United States. Notwithstanding the foregoing, to the extent the cost

 -14-






incurred by Sipex of obtaining
(but not complying with) any Government Authorizations is in excess of five thousand United States Dollars ($5,000), Sipex agrees to
enter into good faith negotiations with Silan to minimize such costs or otherwise reach a mutually agreeable arrangement with respect
to such costs. 



	Silan shall be responsible for and shall pay all costs and expenses of, and
shall reimburse Sipex for any costs or expenses incurred in, shipping (including insurance costs) the Sipex Process Technology
Materials, any Qualification Maskworks, any wafers used in connection with the Process Qualifications and any special items necessary
for the transfer of the Sipex Process Technology.


	Sipex shall be responsible for and shall pay any costs incurred by it in preparing the Sipex Process
Materials and other deliverable hereunder for shipment to Silan.


	In consideration of the transfer of the Sipex Process Technology to Silan
under Section 2.2 above, within forty-five (45) days of the execution of the Agreements, Silan shall pay Sipex, in immediately available
funds to Sipex's Designated Account, a total of [+]
United States Dollars (US$[+]) ("Process Technology Transfer Fee"). Notwithstanding any other provision of this
Agreement or any of the other Transaction Agreements, Silan's payment of the Process Technology Transfer Fee shall be made
exclusive of any taxes, fees, expenses, and duties or other amounts, however designated, including, without limitation, withholding
taxes and business taxes, which are levied or based upon Silan's payment of the Process Technology Transfer Fee ("Taxes")
by any Governmental Authority in China. Silan shall be solely liable and shall promptly pay for all such Taxes such that if any Taxes are
assessed against the Process Technology Transfer Fee, Silan shall increase its payment such that Sipex is paid and receives the entire
amount of the Process Technology Transfer Fee. 

5.2   Technical Assistance and Travel Expenses
.



	Except as provided in Section 5.2(d), Silan shall be entirely and solely responsible for any and all costs and
expenses of its personnel who visit any Sipex Facility, including but not limited to round-trip transportation (including airfare, taxi or
public transportation) from the Silan Facility to the Sipex Facility and any and all living and business travel expenses of such
personnel.


	In addition, Silan shall pay to or reimburse Sipex for the following expenses related to Sipex's personnel
providing technical assistance to Silan at the Silan Facility in accordance with Section 2.4; (i) fifty percent (50%) of all reasonable
costs of lodging, (ii) local transportation of the Sipex personnel visiting any part of the Silan Facility, including transportation to and from
the airport and the Silan Facility or Silan housing and to and from any


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -15-






Silan housing and the Silan Facility, and (iii) twenty dollars ($20)
per-person, per-day allowance for food, private telephone, etc. 



	Sipex shall be solely responsible for the airfare and other transportation costs of it employees providing
technical assistance to Silan at the Silan Facility in accordance with Section 2.4.


	Each Party (the "Hosting Party") shall supply, at no cost, all clean
room garments, attire and supplies for use at the Hosting Party's facility by the personnel of the other Party visiting such facility. The
Hosting Party shall pay for all long distance and local calls made by the personnel of the visiting the Hosting Party in connection with
the transfer of the Sipex Process Technology.


	Except as provided in Sections 4.6 and 5.1(g), Sipex shall be solely
responsible for, and shall pay, any taxes, including but not limited to, any withholding taxes, business taxes, disbursements, levies, or
duties levied on, or payable by Sipex to any Governmental Authority in China or the United States in connection with any of the
technical assistance provided by Sipex personnel to Silan at the Silan Facility, provided by Sipex to Silan personnel at the Sipex Facility
or any other services provided by Sipex to Silan pursuant to the terms of this Agreement (collectively "Services Taxes"). Sipex
shall be solely and directly responsible for and shall pay any and all Chinese individual income tax of its employees or Sipex's corporate
income tax liabilities incurred in connection with the activities of Sipex and its employees carried out in China pursuant to this
Agreement. Silan shall be solely and directly responsible for and shall pay any and all U.S. individual income tax of its employees or
Silan's corporate income tax liabilities incurred in connection with the activities of Silan and its employees carried out in the United
States pursuant to this Agreement. 

5.3   Process
Qualification Costs
.



	Except for Silan's responsibility for the cost and
expenses of the Qualification Maskworks identified Exhibit B-2, Silan shall be responsible for the costs of manufacturing
Qualification Wafers, furthermore, Silan shall pay half the amount of the sum of the Package-Test Cost plus Rel Test Outside Services
costs of the eight representative products for Qualification of the Sipex Process Technology, which shall not exceed [+] United States Dollars (US$[+]). Except as set forth
above or as otherwise set forth in this Agreement, Sipex shall be responsible for all Process Qualification Costs, whether incurred at the
Sipex Facility or at a third party facility. 

5.4   Payments
.
  Any amounts owing from one Party to the other hereunder shall, unless otherwise provided for
herein, be paid within forty (45) days of receipt of the other Party's invoice therefor. Any amounts not paid when so due shall be subject
to a finance charge


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -16-






equal to the lesser of (i) one half percent (0.5%) per month or (ii) the maximum interest permitted under applicable
law, until full and final payment of any such due and payable amounts. The failure of either Party to pay any amount when due
hereunder shall be deemed a material breach hereof.





	Representations and Warranties

6.1   Sipex
.
  Sipex hereby represents and warrants to Silan that as of the date hereof:



	Sipex owns all right title and interest in the embodiments of the Sipex
Process Technology and Sipex Process Technology Materials delivered to Silan hereunder;


	The license granted under Section 4.1 is in and to all Intellectual Property Rights of Sipex with respect to
the Sipex Process Technology; and


	To the knowledge of Sipex, no claims or demands have been made against
Sipex for royalties or other amounts owed to any third party by Sipex with respect to the Sipex Process
Technology.

6.2   Silan
.
  Silan hereby represents and warrants to Sipex that as of the date hereof:



	Silan is the exclusive owner of the Silan Facility;


	No third party has any rights to capacity of the Silan Facility or to operate the Silan Facility;


	All information provided by Silan to Sipex in connection with Sipex obtaining any export licenses or
clearances to disclose or ship the Sipex Process Technology to Silan in accordance with the terms hereof is true, complete and correct
in all respects; and


	No third party has a lien, security interest, or similar interest in the Silan Facility or any of the equipment
contained therein.

6.3   Disclaimer
.
  Silan accepts and agrees that the Sipex Process Technology and the Sipex Process Technology
Materials that are provided to it hereunder and under any of the other Transaction Agreements, are being provided "as is" and without
warranty of any kind except as set forth in Section 6.1(a). SIPEX HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES
WITH RESPECT TO THE SIPEX PROCESS TECHNOLOGY AND THE SIPEX PROCESS TECHNOLOGY MATERIALS OR ANY
OTHER MATERIALS OR SERVICES PROVIDED BY SIPEX TO SILAN HEREUNDER, INCLUDING WARRANTIES OR
MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY
RIGHTS. Sipex makes


 -17-






no warranty that Silan will be able to Qualify or successfully use any of the Sipex Process Technologies or to
manufacture Silan Products. Except with respect to the infringement of Intellectual Property Rights as provided in Section 4.4, in the
event that Sipex incurs any Liability to any third party as a result of Silan's use of the Sipex Process Technologies to manufacture any
Silan Product or any Licensed Product or the sale or use of any Silan Product or any Licensed Product (including with respect to
defective products or products liability) by Silan, Silan shall indemnify Sipex against such Liability in accordance with Article 6 of the
Master Agreement. 

6.4   Insurance
.
  Silan will have in effect throughout the term of this Agreement insurance in an amount of at least
US$1,000,000 with respect to the Silan Facility and the equipment therein. Silan will provide Sipex with evidence of such
insurance.





	Term and Termination

7.1   Term
.
  The term of this Agreement shall commence on the Effective Date and shall continue until in full
force and effect unless earlier terminated in accordance with Article 7 of the Master Agreement or Section 7.2 hereof. Unless this
Agreement is terminated in accordance with Section 7.2(a) below or Article 7 of the Master Agreement, for a breach by Silan, the
following provision(s) of this Agreement shall survive: Section 6.1 (for a period of two (2) years following the termination of this
Agreement). The following provisions of this Agreement shall survive any termination or expiration of the Term of this Agreement:
Articles: 1, 5, and 8; Sections: 4.3, 4.4, 4.5, and 7.2.


7.2   Termination
.



	This Agreement and all rights and licenses granted by Sipex to Silan
hereunder may, notwithstanding anything to the contrary set forth herein or the Master Agreement, be terminated by Sipex upon thirty
(30) days' written notice to Silan of a material breach by Silan of any term hereof or of any other Transaction Agreement providing for
the termination of this Agreement for a Silan breach, unless Silan has cured such breach prior to the end of such thirty day period.
Upon such termination Silan shall immediately return to Sipex or destroy, at Sipex's option, all Sipex Process Technology Materials,
any other materials and documents provided by Sipex hereunder, and any other materials or documents, that contain or disclose any
proprietary or Confidential Information or Technology of Sipex. In addition, Silan shall cease all use of the Sipex Process Technologies;
provided that Silan may sell Silan Products that have been manufactured prior to such termination.


	Notwithstanding anything to the contrary set forth herein or the Master Agreement, this Agreement may be
terminated by Silan upon thirty (30) days' written notice to Sipex of a material breach by Sipex hereof or of any other Transaction
Agreement providing for the termination of this Agreement for a Sipex breach, unless Sipex has cured such breach prior to the end of
such thirty (30) day period. 


	In the event of such termination by Silan and provided that Silan has not breached this Agreement, Sipex
shall repay to Silan any amounts paid hereunder to Sipex


 -18-






for the transfer of the Sipex Process Technology and each Party shall each
immediately return to the other or destroy, at the other's option, all material Technology and materials and documents provided to it
hereunder, and any other materials or documents that contain or disclose any material proprietary or Confidential Information or
Technology of the other; provided that Silan may sell Silan Products that have been manufactured prior to such termination.
Notwithstanding the foregoing, Sipex shall return and/or destroy any Technology or Confidential Information of Silan that has been
licensed to Sipex under Section 4.2 above, unless otherwise agreed to in good faith. 



	Master Agreement
Terms

This Agreement shall be deemed part of the Master Agreement and governed by the terms and conditions
therein. In the event of any conflict between the terms and conditions of the Master Agreement and those set forth in this Agreement,
the terms and conditions of this Agreement shall control. 

 

[Remainder of page left intentionally blank, signature blocks appear on next page]
 


                             - 19-







IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan have caused their
duly authorized representatives to execute this Agreement.





	

SIPEX CORPORATION


	
 

	

HANGZHOU SILAN INTEGRATED
CIRCUIT CO., LTD. 






	

By: /s/ Ralph Schmitt 


 Name: Ralph Schmitt 


 Title: Chief Executive Officer 


 Date:  February 27, 2006 




	
 

	

By: /s/ Fan Wei-Hong 


 Name: Fan Wei-Hong 


 Title: General Manager 


 Date:  February 27, 2006 














EXHIBIT B-1

Process Qualification Procedure and Due
Dates

A.PROCESS QUALIFICATION PROCEDURE:

See attached Schedule B-1

B. PROCESS QUALIFICATION DATES

1.[+]:
[+] 2006

2.[+]: [+] 2006

3.[+]: [+] 2006

4.[+]: [+] 2006

5.[+]: [+] 2006

6.[+]: [+] 2006

7.[+]: [+] 2006

8.[+]: [TBD]




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-1 








SCHEDULE B-1

Process Qualification Procedures

[+] Plan


	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
A. Wafer Fabrication In-Line
Tests
	
	

	
Substrate Related Tests and
Measurements
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
[+]
	

	
3.[+]
	
[+]
	

	
4.[+]
	
	

	
5.[+]
	
[+]
	
[+]

	
	
	

	
Dielectric / Poly Related Tests and Measurements
	
	

	
1.[+]
	
[+]
	
[+]

	
2.[+]
	
	

	
3.[+]
	
	

	
4.[+]
	
[+]
	

	
5.[+]
	
	

	
6.[+]
	
	

	
	
	

	
Metallization Related Tests and Measurements
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
	

	
3.[+]
	
[+]
	

	
4.[+]
	
[+]
	

	
	
	

	
Miscellaneous Tests
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
	
	

	
B. Wafer Level Reliability (Some or all of this data may be provided by the
foundry)

	
Failure Mechanism
	
	

	
1.Mobile Contaminants
	
	




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-2 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
a)[+]
	
[+]
	
[+]

	
b)[+]
	
	

	
c)[+]
	
	

	
	
	

	
2.Electromigration 
	
	

	
a)[+]
	
[+]
	
[+]

	
	
	

	
3.Barrier Metal [+] Integrity/Stability
	
	

	
a[+]
	
	

	
b)[+]
	
	

	
	
	

	
4.Dielectric Breakdown (TDDB/QBD) 
	
	

	
a)[+]
	
[+]
	
[+]

	
b)[+]
	
	

	
	
	

	
5.Hot Carrier
	
	

	
a)[+]
	
	

	
b)[+]
	
[+]
	
[+]

	
c)[+]
	
[+]
	
[+]

	
	
	

	
II.Physical Analysis Tests
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
[+]
	

	
3.[+]
	
[+]
	

	
4.[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]

	
	
	

	
III.Analytical Instrumentation: Check If Required for Qualification (Completed
Wafers)
	
	

	
Baseline Characterization Lot Lots
	
	

	
[+]
	
	

	
[+]
	
	

	
[+]
	
	

	
[+]
	
	

	
	
	

	
C. Device Structures Tests
	
	

	
I.E-Test Correlation (Wafer acceptance test) 
	
	

	
1.[+]
	
[+]
	
[+]

	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-3 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
II. Dielectric Capacitors - Measurement and/or Models
	
	

	
1.[+]
	
[+]
	
[+]

	
2.[+]
	
[+]
	
[+]

	
	
	

	
III. Junction Capacitors - Measurement and/or Models
	
	

	
1.[+]
	
[+]
	
[+]

	
2.[+]
	
[+]
	
[+]

	
	
	

	
IV.Resistance (Diffused, Poly, and Metal) - Measurement and/or
Models
	
	

	
1.[+]
	
[+]
	

	
	
	

	
V.Diodes [+] - Measurement and/or Models
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
[+]
	

	
3.[+]
	
[+]
	

	
	
	

	
VI.Bipolar Transistors - Measurement and/or Models
	
	

	
1.[+]
	
[+]
	
[+]

	
2.[+]
	
[+]
	
[+]

	
3.[+]
	
[+]
	
[+]

	
4.[+]
	
[+]
	
[+]

	
5.[+]
	
	

	
6.[+]
	
	

	
	
	

	
VII.MOS Transistors [+] - Measurement and/or Models
	
	

	
1.[+]
	
	

	
2.[+]
	
	

	
3.[+]
	
	

	
4.[+]
	
	

	
5.[+]
	
	

	
6.[+]
	
	

	
VIII.Other
	
	

	
1.[+]
	
[+]
	
[+]

	
	
	

	
Wafer E-Test Data
	
	

	
1.[+]
	
[+]
	
[+]

	
2.[+]
	
[+]
	
[+]

	
3.[+]
	
[+]
	
[+]

	
4.[+]
	
[+]
	
[+]

	
5.[+]
	
[+]
	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-4 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
	
	

	
D. Product Electrical Testing
	
	

	
Wafer Sort Data
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
	

	
3.[+]
	
[+]
	

	
	
	

	
Final Test Data
	
	

	
1.[+]
	
[+]
	

	
2.[+]
	
[+]
	

	
	
	

	
Product Characterization
	
	

	
[+]
	
[+]
	




	
E. Available Qualification Tests
	
[+]
	
[+]

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
	
	

	
[+]
	
	

	
	
	

	
Qualification Samples Handling Requirements

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-5 



	
[+]

	
[+]

	
[+]

	

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-6 







[+] Plan


	
Qualifications
Tests
	
[+]
	
[+]

	
 
	
[+]
	
[+]

	
A. Wafer Fabrication In-Line Tests
	
	

	
Substrate Related Tests and Measurements
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
3. [+]
	
[+]
	

	
4. [+]
	
	

	
5. [+]
	
[+]
	
[+]

	
 
	
	

	
Dielectric / Poly Related Tests and Measurements
	
	

	
1. [+]
	
[+]
	
[+]

	
2. [+]
	
	

	
3. [+]
	
	

	
4. [+]
	
[+]
	

	
5. [+]
	
	

	
6. [+]
	
	

	
 
	
	

	
Metallization Related Tests and Measurements
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
	

	
3. [+]
	
[+]
	

	
4. [+]
	
[+]
	

	
 
	
	

	
Miscellaneous Tests
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
 
	
	

	
B. Wafer Level Reliability (Some or all of this data may be provided by the
foundry)

	
Failure Mechanism
	
	

	
1. Mobile Contaminants
	
	

	
a) [+]
	
[+]
	

	
b) [+]
	
[+]
	

	
c) [+]
	
	
[+]

	
 
	
	

	
2. Electromigration 
	
	

	
a) [+]
	
[+]
	

	
	
	




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-7 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
3. Barrier Metal [+] Integrity/Stability
	
	

	
a) [+]
	
	

	
b) [+]
	
[+]
	

	
	
	

	
4. Dielectric Breakdown (TDDB/QBD) 
	
	

	
a) [+]
	
[+]
	

	
b) [+]
	
[+]
	
[+]

	
	
	

	
5. Hot Carrier
	
	

	
a) [+]
	
[+]
	
[+]

	
b) [+]
	
[+]
	

	
c) [+]
	
[+]
	

	
 
	
	

	
II. Physical Analysis Tests
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
3. [+]
	
[+]
	

	
4. [+]
	
[+]
	
[+]

	
a) [+]
	
[+]
	
[+]

	
b) [+]
	
[+]
	

	
 
	
	

	
III. Analytical Instrumentation: Check If Required for Qualification (Completed Wafers)
	
	

	
Baseline Characterization Lot Lots
	
	

	
1. [+]
	
	

	
2. [+]
	
	

	
3. [+]
	
	

	
4. [+]
	
	

	
 
	
	

	
C. Device Structures Tests
	
	

	
I. E-Test Correlation (Wafer acceptance test) 
	
	

	
1. [+]
	
[+]
	
[+]

	
 
	
	

	
II. Dielectric Capacitors - Measurement and/or Models
	
	

	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]

	
 
	
	

	
III. Junction Capacitors - Measurement and/or Models
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
 
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-8 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
IV. Resistance ([+]) - Measurement and/or Models
	
	

	
1. [+]
	
[+]
	

	
V. Diodes [+] - Measurement and/or Models
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
3. [+]
	
[+]
	

	
 
	
	

	
VI. Bipolar Transistors [+] - Measurement and/or Models
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
3. [+]
	
[+]
	

	
4. [+]
	
	

	
5. [+]
	
	

	
6. [+]
	
	

	
 
	
	

	
VII. MOS Transistors [+] - Measurement and/or Models
	
	

	
1. [+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]

	
3. [+]
	
	

	
4. [+]
	
[+]
	
[+]

	
5. [+]
	
[+]
	
[+]

	
6. [+]
	
	

	
 
	
	

	
VIII. Other
	
	

	
1. [+]
	
[+]
	
[+]

	
 
	
	

	
Wafer E-Test Data
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
3. [+]
	
[+]
	

	
4. [+]
	
[+]
	

	
5. [+]
	
[+]
	

	
 
	
	

	
D. Product Electrical Testing
	
	

	
Wafer Sort Data
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
	

	
3. [+]
	
[+]
	

	
 
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-9 





	
 

Qualifications Tests
	
[+]
	
[+]

	
	
[+]
	
[+]

	
Final Test Data
	
	

	
1. [+]
	
[+]
	

	
2. [+]
	
[+]
	

	
 
	
	

	
Product Characterization
	
	

	
[+]
	
[+]
	

	
 
	
	




	
E. Available Qualification Tests
	
[+]
	
[+]

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
[+]
	
[+]
	

	
 
	
	

	
[+]
	
	

	
 
	
	

	
Qualification Samples Handling Requirements

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
 





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-10 





	
[+]

	
[+]

	
[+]

	
[+]

	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-11 





	
Qualifications Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
A. Wafer Fabrication In-Line Tests
	
	
	

	
Substrate Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
3. [+]
	
[+]
	
[+]
	
[+]

	
4. [+]
	
	
	

	
5. [+]
	
[+]
	
[+]
	

	
	
	
	

	
Dielectric / Poly Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
	
	

	
3. [+]
	
	
	

	
4. [+]
	
[+]
	
[+]
	
[+]

	
5. [+]
	
	
	

	
6. [+]
	
	
	

	
	
	
	

	
Metallization Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
	
	

	
3. [+]
	
[+]
	
[+]
	
[+]

	
4. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
Miscellaneous Tests
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
	
	

	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
B. Wafer Level Reliability (Some or all of this data may be provided by the
foundry)

	
Failure Mechanism
	
	
	

	
1. Mobile Contaminants
	
	
	

	
a) [+]
	
[+]
	
[+]
	

	
b) [+]
	
[+]
	
	

	
c) [+]
	
	
	
[+]

	
	
	
	

	
2. Electromigration 
	
	
	

	
a) [+]
	
[+]
	
[+]
	

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-12 





	
Qualifications Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
3. Barrier Metal [+] Integrity/Stability
	
	
	

	
a) [+]
	
[+]
	
[+]
	

	
b) [+]
	
[+]
	
[+]
	

	
	
	
	

	
4. Dielectric Breakdown (TDDB/QBD) 
	
	
	

	
a) [+]
	
[+]
	
[+]
	

	
b) [+]
	
[+]
	
	

	
	
	
	

	
5. Hot Carrier
	
	
	

	
a) [+]
	
[+]
	
	
[+]

	
b) [+]
	
	
[+]
	

	
c) [+]
	
	
[+]
	

	
	
	
	

	
II. Physical Analysis Tests
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
3. [+]
	
[+]
	
[+]
	

	
4. [+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
	
	
	

	
III. Analytical Instrumentation: Check If Required for Qualification (Completed Wafers)
	
	
	

	
Baseline Characterization Lot Lots
	
	
	

	
1. [+]
	
	
	

	
2. [+]
	
	
	

	
3. [+]
	
	
	

	
4. [+]
	
	
	

	
	
	
	

	
C. Device Structures Tests
	
	
	

	
I. E-Test Correlation (Wafer acceptance test) 
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
II. Dielectric Capacitors - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
	
	
	

	
III. Junction Capacitors - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-13 





	
Qualifications Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
IV. Resistance [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
	
	
	

	
V. Diodes [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
3. [+]
	
[+]
	
[+]
	

	
	
	
	

	
VI. Bipolar Transistors - Measurement and/or Models
	
	
	

	
1. [+]
	
	
[+]
	

	
2. [+]
	
	
[+]
	

	
3. [+]
	
	
[+]
	

	
4. [+]
	
	
[+]
	

	
5. [+]
	
	
[+]
	

	
6. [+]
	
	
[+]
	

	
	
	
[+]
	

	
VII. MOS Transistors [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
	
[+]

	
2. [+]
	
[+]
	
	
[+]

	
3. [+]
	
	
	

	
4. [+]
	
[+]
	
	
[+]

	
5. [+]
	
[+]
	
	
[+]

	
6. [+]
	
[+]
	
	
[+]

	
 
	
	
	

	
VIII. Other
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
	
	
	

	
Wafer E-Test Data
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
3. [+]
	
[+]
	
[+]
	

	
4. [+]
	
[+]
	
[+]
	

	
5. [+]
	
[+]
	
[+]
	

	
	
	
	

	
D. Product Electrical Testing
	
	
	

	
Wafer Sort Data
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
3. [+]
	
[+]
	
[+]
	

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-14 





	
Qualifications Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
Final Test Data
	
	
	

	
1. [+]
	
[+]
	
[+]
	

	
2. [+]
	
[+]
	
[+]
	

	
	
	
	

	
Product Characterization
	
	
	

	
1. [+]
	
	
	

	
2. [+]
	
[+]
	
[+]
	

	
	
	
	




	
E. Available Qualification Tests
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
[+]
	
[+]
	
[+]
	

	
	
	
	

	
[+]
	
	
	

	
	
	
	

	
Qualification Samples Handling Requirements

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
 

	
[+]

	
 

	
[+]

	
 





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-15 





	
[+]

	
[+]

	
[+]

	
[+]

	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-16 






	
Qualifications
Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
A. Wafer Fabrication In-Line Tests
	
	
	

	
Substrate Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
[+]
	
	

	
3. [+]
	
[+]
	
	

	
4. [+]
	
	
	

	
5. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
Dielectric / Poly Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
	
	

	
3. [+]
	
	
	

	
4. [+]
	
[+]
	
	

	
5. [+]
	
	
	

	
6. [+]
	
	
	

	
	
	
	

	
Metallization Related Tests and Measurements
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
	
	

	
3. [+]
	
[+]
	
	

	
4. [+]
	
[+]
	
	

	
	
	
	

	
Miscellaneous Tests
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
	
	
	

	
B. Wafer Level Reliability (Some or all of this data may be provided by the
foundry)

	
Failure Mechanism
	
	
	

	
1. Mobile Contaminants
	
	
	

	
a) [+]
	
[+]
	
[+]
	
[+]

	
b) [+]
	
	
	

	
c) [+]
	
	
	

	
	
	
	

	
2. Electromigration
	
	
	

	
[+]
	
[+]
	
[+]
	
[+]

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-17 






	
Qualifications
Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
3. Barrier Metal [+] Integrity/Stability
	
	
	

	
a) [+]
	
	
	

	
b) [+]
	
	
	

	
	
	
	

	
4. Dielectric Breakdown (TDDB/QBD)
	
	
	

	
a) [+]
	
[+]
	
[+]
	
[+]

	
b) [+]
	
	
	

	
	
	
	

	
5. Hot Carrier
	
	
	

	
a) [+]
	
	
	

	
b) [+]
	
[+]
	
[+]
	
[+]

	
c) [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
II. Physical Analysis Tests
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
[+]
	
	

	
3. [+]
	
[+]
	
	

	
4. [+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
III. Analytical Instrumentation: Check If Required for Qualification (Completed Wafers)
	
	
	

	
Baseline Characterization Lot Lots
	
	
	

	
1. [+]
	
	
	

	
2. [+]
	
	
	

	
3. [+]
	
	
	

	
4. [+]
	
	
	

	
	
	
	

	
C. Device Structures Tests
	
	
	

	
I. E-Test Correlation (Wafer acceptance test)
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
II. Dielectric Capacitors - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
III. Junction Capacitors - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-18 





	
Qualifications
Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
IV. Resistance [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
	

	
	
	
	

	
V. Diodes [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
[+]
	
	

	
3. [+]
	
[+]
	
	

	
	
	
	

	
VI. Bipolar Transistors - Measurement and/or Models
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
3. [+]
	
[+]
	
[+]
	
[+]

	
4. [+]
	
[+]
	
[+]
	
[+]

	
5. [+]
	
	
	

	
6. [+]
	
	
	

	
	
	
	

	
VII. MOS Transistors [+] - Measurement and/or Models
	
	
	

	
1. [+]
	
	
	

	
2. [+]
	
	
	

	
3. [+]
	
	
	

	
4. [+]
	
	
	

	
5. [+]
	
	
	

	
6. [+]
	
	
	

	
	
	
	

	
VIII. Other
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
	
	
	

	
Wafer E-Test Data
	
	
	

	
1. [+]
	
[+]
	
[+]
	
[+]

	
2. [+]
	
[+]
	
[+]
	
[+]

	
3. [+]
	
[+]
	
[+]
	
[+]

	
4. [+]
	
[+]
	
[+]
	
[+]

	
5. [+]
	
[+]
	
[+]
	
[+]

	
	
	
	

	
D. Product Electrical Testing
	
	
	

	
Wafer Sort Data
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
	
	

	
3. [+]
	
[+]
	
	

	
	
	
	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-19 





	
Qualifications
Tests
	
[+]
	
[+]
	
[+]

	
 
	
[+]
	
[+]
	
[+]

	
Final Test Data
	
	
	

	
1. [+]
	
[+]
	
	

	
2. [+]
	
[+]
	
	

	
	
	
	

	
Product Characterization
	
	
	

	
[+]
	
[+]
	
	




	
E. Available Qualification Tests
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
[+]
	
[+]
	
	

	
	
	
	

	
[+]
	
	
	

	
	
	
	

	
Qualification Samples Handling Requirements

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
[+]

	
	
	
	

	
[+]

	





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.



  B-20 





	
[+]

	
[+]

	
[+]

	
[+]

	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-21







EXHIBIT B-2

Qualification Maskworks

 

1.Qualification Maskworks

1.[+]

2.[+]

3.[+]

4.[+]

5.[+]

6.[+]

7.[+]

8.[+]

2.Qualification Maskworks for which Silan will pay:

1.[+]

2.[+]

3.[+]

4.[+]

5.[+]

6.[+]

3.Qualification Maskworks for which Sipex will pay:

1.[+]

2.[+]

 



______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-22






EXHIBIT B-3

SIPEX PROCESSES

A.[+]

a.[+]

1. [+]

b.[+]


1. [+]


2. [+]

B.[+]

1. [+] Process

2. [+] Process

3. [+] Process

4. [+] Process

C.[+]

1. [+] Process

D.In addition to the Processes listed above, it is anticipated that the following Processes currently under
development will be added at a date to be determined:

1. [+]: [+]

2. [+], [+]


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-23






EXHIBIT B-4

SIPEX PROCESS TECHNOLOGY MATERIALS AND DELIVERY SCHEDULE

 

A.Sipex Process Technology Materials: Sipex shall transfer a copy of the following
Technology to Silan: 
See attached Schedule B-4



B.Delivery Schedule: The proposed schedule for delivery of the Technology in Schedule B-4 shall
be as follows for each of the following Processes: 

1.[+]:
[+], 2005

2.[+]: [+], 2006

3.[+]: [+], 2006

4.[+]: [+], 2005

5.[+]: [+], 2006

6.[+]: [+], 2006

7.[+]: [+], 2005

8.[+]: [+], 2006





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-24






SCHEDULE B-4

Sipex Process Technology Materials




	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]


	[+]

 


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-25






EXHIBIT B-5

Process Qualification Specifications

 

1.[+]


2.[+]


3.[+]

4.[+]

5.[+]

**************


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


  B-26







EXHIBIT C

TO THE MASTER AGREEMENT

BETWEEN SIPEX and SILAN IC and SILAN MICRO

 

==================================================================

 

 

WAFER SUPPLY AGREEMENT

BETWEEN

SIPEX CORPORATION

AND

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD.

 

 

DATED AS OF FEBRUARY 27, 2006

 

==================================================================









TABLE OF CONTENTS


	
 	
Page
	
 1. Definitions	
1
	
 	
 
	
       1.1 Defined Terms	
1
	
       1.2 Rules of Construction	
4
	
 	
 
	
 2. General	
4
	
 	
 
	
       2.1 Delivery and Use of Sipex Product Technology.	
4
	
       2.2 Ownership of Sipex Maskworks	
5
	
       2.3 Purchase and Supply Commitments	
5
	
       2.4 Failure to meet Order Commitment	
5
	
       2.5 Failure to meet Supply Commitment	
6
	
       2.6 Sipex Product Pricing	
8
	
       2.7 Adjustments to Fixed Wafer Price	
9
	
 	
 
	
 3. Product Qualification and Manufacturing Changes	
10
	
 	
 
	
       3.1 Product Qualification	
10
	
       3.2 Product Qualification Costs	
11
	
       3.3 Manufacturing Changes	
11
	
 	
 
	
 4. Forecasts, Purchase Orders and Production Holds	
12
	
 	
 
	
       4.1 Rolling Forecasts	
12
	
       4.2 Ordering Requirements and Forecast	
12
	
       4.3 Purchase Order Process	
13
	
       4.4 Shipping Instructions	
13
	
       4.5 Revisions	
13
	
       4.6 Production Holds	
13
	
       4.7 Six Inch Wafers	
14
	
 	
 
	
 5. Testing	
14
	
 	
 
	
       5.1 Pre-Shipment	
14
	
       5.2 Following Packaging	
14
	
       5.3 Failure to Meet Acceptance Criteria	
14
	
 	
 
	
 6. Shipping, Packaging and Return Procedure	
15
	
 	
 
	
       6.1 Shipments	
15
	
       6.2 Delivery	
15
	
       6.3 Packing and Shipping Instructions	
16
	
       6.4 Sipex Incoming Testing, Inspection and Acceptance	
16
	
 	
 



 - i -





	
 7. Payment	
17
	
 	
 
	
       7.1 Sipex Product Payment	
17
	
 	
 
	
 8. Specifications, Cycle Time and Quality Assurance	
17
	
 	
 
	
       8.1 Specifications	
17
	
       8.2 Change to Specifications	
17
	
       8.3 Specification Change Costs	
17
	
       8.4 Cycle Time	
18
	
       8.5 Expedited Production	
18
	
       8.6 Security and Destruction of Scrap	
19
	
 	
 
	
 9. Warranties	
19
	
 	
 
	
       9.1 Product Warranty	
19
	
       9.2 Product Warranty Remedy	
19
	
 	
 
	
 10. Intellectual Property	
19
	
 	
 
	
 11. Sipex Product IP Indemnification	
20
	
 	
 
	
       11.1 Sipex Product Design IP Claim	
20
	
       11.2 Sipex Product Process IP Claim	
20
	
       11.3 SOLE REMEDY	
21
	
       11.4 Requirement to Manufacture Sipex Product	
21
	
       11.5 Other Liability	
22
	
       11.6 Exclusions	
22
	
 	
 
	
 12. Silan Purchase of Sipex Products	
22
	
 	
 
	
 13. Facility Upgrade, Inspection and Monitoring Rights and Technical Support	
22
	
 	
 
	
       13.1 Upgrade of Silan Facility	
22
	
       13.2 Sipex Resident Inspector	
22
	
       13.3 Visits and Secrecy Agreement	
23
	
       13.4 Silan Corrective Actions	
23
	
       13.5 Implementation of Technical Information	
23
	
       13.6 Sipex Technical Support	
23
	
 	
 
	
 14. Term and Termination	
23
	
 	
 
	
       14.1 Term	
23
	
       14.2 Suspension of Purchase or Supply Commitment	
24
	
       14.3 Termination	
24
	
       14.4 Termination for Convenience	
24
	
 	
 
	
 15. Master Agreement Terms	
24




 - ii -






Exhibits


Exhibit C-1 -- Sipex Maskworks & Fixed Wafer Price

                   Exhibit C-2 -- Specifications

                   Exhibit C-3 - Product Qualification Procedures and Product Qualification Dates

                   Exhibit C-4 - Acceptanc Criteria

                   Exhibit C-5 - Sipex Product Prices to Silan

                   Exhibit C-6 - Ramp Factor



 - iii -







This Wafer Supply Agreement, including the Exhibits hereto (this "Agreement"), is
entered into as of February 27, 2006 (the "Effective Date") by and between Sipex Corporation, a Delaware
corporation with its principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. ("Sipex") and Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability
company with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People's Republic of China, Postcode:
310018 ("Silan", together with Sipex, referred to individually as a "Party" and collectively as
the "Parties"). 

RECITALS

WHEREAS, the Parties and Silan Micro are entering into a series of transactions related to the transactions
contemplated by this Agreement for, among other things, the transfer and licensing of semiconductor processes and designs from
Sipex to Silan Micro, the sale of equipment to Silan, and the supply of products from Silan to Sipex;

WHEREAS, Silan is engaged in the business of, among other things, operating a semiconductor
foundry in China;

WHEREAS, Sipex desires Silan to manufacture and supply certain Sipex semiconductor wafers using
certain Sipex maskworks and Silan is willing to manufacture and supply such wafers; and

WHEREAS, the Parties desire to set forth in this Agreement, among other things, the terms, conditions
for Silan's manufacture and supply, and of Sipex's purchase, of Sipex Products and of the licenses and rights granted to Silan with
respect to the Sipex maskworks. 

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,
the Parties, intending to be legally bound, hereby agree as follows:




	Definitions

1.1   Defined Terms
.
  

For purposes of this Agreement, the following words, terms and phrases shall have the meanings assigned to
them in this Article 1 unless specifically otherwise provided herein.  Any initially capitalized words, terms and phrases not so
herein defined shall have the meaning assigned to such term in the Master Agreement between the Parties of even date herewith (the
"Master Agreement").



	"Acceptance Criteria" means Sipex's acceptance criteria with respect to each Sipex
Product as set forth in Exhibit C-4, as amended from time to time as set forth in this Agreement.


	"Commitment Term" means the period (1) beginning on the date (the
"Commitment Term Start Date") that is the earlier of (i) Sipex's receipt of a written certificate by an officer of Silan
confirming Silan has the capacity to meet and continuously supply wafers in an amount at least equal to Sipex's Weekly Order
Commitment, and (ii) January 1, 2007 and (2) ending twenty-four (24) months after the last day of the month in which Commitment
Term Start Date occurs.







	"Control Wafer" means a wafer included in processing for the purpose of making
parametric measurements which verify proper processing conditions or results; such wafer may be blank or may have different design
features; it is not a production wafer, and it does not produce saleable product.


	"Cycle Time" means a cycle time for the processing of Sipex Products not to
exceed [+] days per mask layer (measured at the
ninetieth percentile) for the applicable Sipex Product.


	"Die Level Probe" means a die level probe test of each die for the purposes of
determining "good" die from "bad" die in accordance with the relevant specifications.


	"Equivalent Wafer" means either (i) one 5-inch wafer or (ii) 25/36 of one 6-inch wafer.



	"Finished Sipex Products" means finished wafers of Sipex Products.


	"Forecast" has the meaning set forth in Section 4.1.


	"Licensed Product" has the meaning ascribed to such term in Section 1.1(g) of the
Product License Agreement.


	"Lot" means a lot of Sipex Products comprised of twenty five (25) wafers in the case of
production lots and 12 wafers in the case of engineering lots, excluding Control Wafers.


	"Maskwork" has the meaning ascribed to such term in Section 1.1(c) of the Process
Technology Transfer and License Agreement.


	"Minimum Wafer Probe Yield" has the meaning set forth in Section 2.7.


	"Order Commitment" has the meaning set forth in Section 2.3. 


	"Product License Agreement" means that certain Product License Agreement by and
between the Sipex and Silan, of even date herewith, attached to the Master Agreement as Exhibit D.


	"Product Qualification" means qualification
and characterization of each of the Sipex Products in accordance with Article 3 below and Exhibit C-3 hereto. 


	"Product Qualification Costs" means (i) all amounts paid by each Party to any third
party for goods and services, and (ii) all reasonable non-recurring engineering costs (based on reasonable and customary applicable
labor and overhead costs) incurred by each Party, in each case in connection with the Product Qualification of the products to be
manufactured by Silan pursuant to

______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -2-






this Agreement; provided that such costs do not include the costs of any Maskworks supplied by
Sipex to Silan hereunder.



	"Product Qualification Date" means, for each Sipex Product, the date set forth in
Exhibit C-3 by which the Product Qualification Wafers for such Sipex Product is required to achieve Product Qualification, or
the date on which such Product Qualification occurs, as the context requires.


	"Product Qualification Wafers" means wafers manufactured in connection with Product
Qualification.


	"Production Equipment Sale Agreement" means that certain Production Equipment
Sale Agreement by and between the Sipex and Silan, of even date herewith, attached to the Master Agreement as Exhibit
A.


	"Program Coordinators" has the meaning ascribed to such term in Section 2.1(a) of the
PTTLA.


	"PTTLA" means that certain Process Technology Transfer and License Agreement by
and between Sipex and Silan, of even date herewith, attached to the Master Agreement as Exhibit B.


	"Purchase Order" has the meaning set forth in Section 4.3.


	"Quarter" means a Sipex fiscal quarter, each of which is
thirteen 13 Weeks long, the first such fiscal quarter commencing on the first Sunday following the Saturday that is closest to December
31 of each calendar year.  Sipex will provide Silan with a copy of its fiscal calendar for each year during the Term.  


	"Ramp Factor" means the sum of the ramp factors set forth on Exhibit C-6
attached hereto for each applicable Sipex Product.


	"Shipping Instructions Report" has the meaning set forth in Section 4.4.


	"Sipex Maskworks" means those specific Maskworks sets provided or to be
provided by Sipex to Silan as set forth in Exhibit C-1.



	"Sipex Products" means semiconductor wafers
manufactured by Silan for Sipex hereunder.



	"Sipex Product Design IP Claim" means any Action brought by a third party (other than
any Affiliate of either Party or any entity under either Party's control) alleging that the design of a Sipex Product as (i) originally
delivered by Sipex to Silan or (ii) modified by written agreement of the Parties, infringes and/or misappropriates the Intellectual Property
Rights of a third party.



	"Sipex Product Process IP Claim" means any Action brought by a third party (other
than any Affiliate of either Party or any entity under either Party's control) alleging that the

 -3-






process used to manufacture a Sipex
Product infringes and/or misappropriates the Intellectual Property Rights of a third party.




	"Sipex Product Technology" means the Sipex Maskworks, and copies of any Sipex
Product information and specifications, testing requirements and procedures and any other Technology, in each case provided by Sipex
to Silan under this Agreement for purposes of Product Qualification, or the manufacturing and testing of Sipex Products and/or
Licensed Product under the Product License Agreement.



	"Sipex Start Plan" has the meaning set forth in Section 4.2.



	"Specifications" means Sipex's specifications with respect to each Sipex Product as
set forth in Exhibit C-2, as amended from time to time as set forth in this Agreement, or as otherwise agreed by the Parties following the
date hereof.



	"Supply Commitment" has the meaning set forth in Section 2.3. 



	"Term" means the period during which this
Agreement is in effect, as more specifically set forth in Article 14 of this Agreement.



	"Wafer Level Probe" means a wafer level probe test of each wafer for the purposes of
determining "good" wafers from "bad" wafers in accordance with the relevant Specifications.



	"Wafer Price" has the meaning set forth in Section 2.7.



	"Wafer Probe Yield" has the meaning set forth in Section 2.7.



	"Wafer Termination Amount" has the meaning set forth in Section 4.6.



	"Week" means Sunday through Saturday.

1.2   Rules of
Construction

.
  The rules of Interpretation set forth in Section 1.2 of the Master Agreement are incorporated herein
by this reference.






	General 

2.1   Delivery and Use of
Sipex Product Technology.



	Sipex shall deliver the Sipex Maskworks and other Sipex Product Technology in accordance with a
timetable set forth in Exhibit C-3 hereto or as otherwise agreed upon between the Parties for each Sipex Product to be
manufactured and sold to Sipex pursuant to this Agreement.  


	Silan shall use the Sipex Maskworks and the other Sipex Product Technology delivered to it under this
Agreement to make such Sipex Products for Sipex pursuant to the terms of this Agreement, to make Licensed Products pursuant to the
terms of the Product License Agreement (to the extent such use is licensed therein), and for no other purposes.  

 -4-







	Sipex shall be responsible for any costs associated with obtaining the
necessary United States export permits and consents to deliver the Sipex Product Technology to Silan under this Agreement.  Silan
shall be responsible for any costs associated with obtaining the necessary Chinese import permits and consents to import the Sipex
Product Technology delivered to Silan under this Agreement.  Silan shall be solely responsible for shipping and shall pay all shipping,
handling and insurance costs ("Shipping Costs") to ship the Sipex Product Technology from the Sipex Facility to
Silan; provided, however, that Sipex shall reimburse Silan for fifty percent (50%) of its out-of-pocket Shipping Costs.  


	All Sipex Product Technology not capable of delivery by electronic means will be shipped EX Works
(Incoterms 2000) the Sipex Facility by a carrier agreed upon by the Parties.


	The delivery of any Sipex Product Technology will be subject to each Party obtaining the necessary export
and import clearances in accordance with Article 3 of the Master Agreement.  

2.2   Ownership of Sipex
Maskworks
.

  Notwithstanding the delivery of any Sipex Maskwork to Silan, all such Sipex Maskworks shall remain the sole
and exclusive property of Sipex.  Silan shall be liable for any and all damage, risk of loss of the Sipex Maskworks while in the
possession of Silan, including the cost of replacing any lost or damaged Sipex Maskworks.  Silan shall adequately insure the Sipex
Maskworks against any such damage and risk of loss.  In no event shall Silan make any copies of any Sipex Maskworks without
Sipex's prior written consent, any such reproduced Sipex Maskworks will remain the property of Sipex.


2.3   Purchase and Supply Commitments
.
  Subject to the terms of this Agreement, during the Term, Silan shall make available for supply, and Sipex
shall order, no fewer than the quantities of Sipex Products provided in this Section 2.3, as follows:



	Sipex shall order an average of at least
[+] Equivalent Wafers per week, calculated on a
Quarterly basis, multiplied, or otherwise adjusted, by the Ramp Factor in effect as of the beginning of each such Quarter
("Order Commitment") (the procedures for Sipex's initiation of Sipex Product orders shall be as set forth in Article
4); and


	Sipex shall have the right to purchase, and may in it sole discretion (subject
to Section 2.3(a)) purchase, and Silan shall supply to Sipex, up to an average of [+] Equivalent Wafers per Week, calculated
on a Quarterly basis ("Supply Commitment") (the procedures for Silan's delivery of Sipex Products shall be as set
forth in Article 5).

2.4   Failure to meet Order Commitment
.



	Subject to Section 2.4(e), if Sipex fails to meet its Order Commitment in a
Quarter (a "Order Shortfall Quarter") and such failure is not due to any failure or breach of this Agreement or any of
the other Transaction Agreements by Silan, then Silan shall have the following


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -5-






remedy against Sipex which shall be Silan's sole and
exclusive remedy for such failure by Sipex: (i) Sipex shall make up the difference between its Order Commitment for the Shortfall
Quarter and actual orders for the Shortfall Quarter (such difference the "Sipex Shortfall") by ordering Equivalent
Wafers of Sipex Products in an amount equal to the Sipex Shortfall within the next Quarter (the "Order Makeup
Quarter") in addition to its Order Commitment for such Makeup Quarter, and (ii) if by the end of such Makeup Quarter Sipex
has not ordered its Order Commitment for that Makeup Quarter plus the full Sipex Shortfall for the Shortfall Quarter, then such
failure shall be deemed a material breach of this Agreement by Sipex; provided that, if such failure occurs during the Commitment
Term, Silan's sole and exclusive remedy and Sipex's sole and exclusive liability for such breach shall be Sipex's payment to Silan of the
Order Shortfall Penalty as set forth under Sections 2.4(b) through 2.4(d) below.  



	"Order Shortfall Penalty" means a dollar amount equal
to (A) one hundred percent (100%) of (B) the Wafer Price (adjusted in accordance with Sections 2.5 and 2.7(a)) for the Sipex Shortfall,
but only to the extent such Sipex Products constituting the Sipex Shortfall were not ordered in the Makeup Quarter.  


	Silan shall invoice Sipex for the Order Shortfall Penalty within thirty (30) days
of the end of the Makeup Quarter and Sipex shall pay such invoice within forty-five (45) days of receipt thereof.  The Order
Shortfall Penalty shall be net of any and all taxes.


	In calculating the Shortfall Penalty, the yield used to adjust the Wafer Price in
accordance with Section 2.7(a) shall be deemed to be the same average yield achieved for Equivalent Wafers of Sipex Products
supplied in the Shortfall Quarter. 


	Sipex may notify Silan within thirty (30) days of the end of each Quarter
whether there has been an Order Shortfall for such Quarter and whether, and to what extent, Sipex intended to make up such Order
Shortfall in the following Quarter.  If Sipex provides such notice, unless Silan notifies Sipex within five (5) business days of
receiving such notice from Sipex to what extent it requires Sipex to make up the Order Shortfall in the Quarter in which the notice is
received, Sipex shall not be obligated to pay the Order Shortfall Penalty to Silan for the Order Shortfall Quarter.

2.5   Failure to meet Supply Commitment
.



	If, in a Quarter (a "Supply Shortfall Quarter") Silan fails to supply the number of
Equivalent Wafers of Sipex Products ordered by Sipex in accordance with Section 4.3 (the difference between the number of
Equivalent Wafers of Sipex Products ordered by Sipex and the number actually supplied by Silan in such Quarter, the "Silan
Shortfall"); and such amount ordered by Sipex in not more than Silan's Supply Commitment; and such failure by Silan to
supply Sipex Products in accordance with the Silan Supply Commitment is not due to any material uncured breach of Sipex under this
Agreement or any of the other Transaction Agreements; 


	Then, subject to Section 2.5(g), Silan shall attempt to remedy such supply
failure by making available for purchase by Sipex in the next Quarter (the "Supply Makeup Quarter") Equivalent
Wafers of Sipex Products in an amount equal to the Supply Commitment for such Supply Makeup Quarter plus the Silan
Shortfall (Sipex may order up to such amount in its sole discretion and

 -6-






shall be released from its Purchase Commitment for that Supply
Makeup Quarter).  If, at the end of such Supply Makeup Quarter, there is still a shortfall (such shortfall
the "Final Supply Shortfall"), determined by subtracting (x) the actual number of Equivalent Wafer that Silan
actually supplies to Sipex in the Supply Makeup Quarter from (y) the number of Equivalent Wafer that Sipex ordered during such
Supply Makeup Quarter; then Silan shall be in material breach of this Agreement, provided that, if such breach occurs during the
Commitment Term, Sipex's sole and exclusive remedy and Silan's sole and exclusive liability for such breach shall be Silan's payment
to Sipex of the Supply Shortfall Penalty calculated as set forth in Sections 2.5(c) through 2.5(e) below.  



	Supply Shortfall Penalty.  In
accordance with Section 2.5(b), Silan will be required to pay to Sipex an amount (the "Supply Shortfall
Penalty"), calculated as follows: 

 (i) If the amount of wafers delivered by Silan in any commitment quarter is less than [+], if Sipex has ordered [+] or more wafers, the Supply Shortfall Penalty
is equal to (x) the number of Equivalent Wafers in the Supply Shortfall multiplied by (y) the Wafer Price (adjusted in accordance with
Sections 2.5 and 2.7(a)) for the difference between the delivered amount of wafers and [+] wafers and [+] of the Wafer
Price (adjusted in accordance with Sections 2.5 and 2.7(a)) and between [+] wafers and the amount of wafers ordered by
Sipex .

(ii) If the amount of wafers delivered by Silan in any commitment quarter is greater [+], if Sipex has
ordered [+] or more wafers, but less than the amount ordered by Sipex under the terms of this agreement then the Supply
Shortfall Penalty is equal to the Final Supply Shortfall minus [+], multiplied by [+] of the Wafer Price (adjusted in
accordance with Sections 2.5 and 2.7(a)).


	Sipex shall invoice Silan for the Supply Shortfall Penalty within thirty (30) days of the end of the
Makeup Quarter and Sipex shall pay such invoice within forty-five (45) days of receipt thereof.  The Supply Shortfall Penalty shall be net
of any and all taxes.


	In calculating the Supply Shortfall Penalty, the yield used to adjust the Wafer
Price in accordance with Section 2.7(a) shall be deemed to be the same average yield achieved for the Equivalent Wafer of Sipex
Products supplied in the Supply Shortfall Quarter.   


	By way of example:



	Example 1:   In the Quarter 1 Sipex orders [+] Equivalent Wafers; Silan supplies only
[+] Equivalent Wafers.  Thus the shortfall is [+] Equivalent Wafers.  In Quarter 2 (the Order Makeup Quarter), Sipex
orders another [+] Equivalent Wafers and, Silan delivers all [+] Equivalent Wafers.  Thus, there is no shortfall in
Quarter 2, however [+] of these [+] Equivalent Wafers (i.e. [+] are attributed to the [+] Equivalent
Wafer shortfall in Quarter 1.  Thus, the Supply Shortfall Penalty (as set forth under Sections 2.5(c) through 2.5(e)) is [+] of the
Wafer Price for [+] Equivalent Wafers (i.e., [+] of the Wafer Price for the balance of [+] Equivalent Wafers
[+].

______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -7-







	Example 2:  In the Quarter 1 Sipex orders [+] Equivalent Wafers; Silan supplies [+] Equivalent Wafers.  Thus the shortfall is [+]
Equivalent Wafers.  In Quarter 2 (the Order Makeup Quarter), Sipex orders another [+] Equivalent Wafers and, Silan
delivers only [+] Equivalent Wafers.  This second shortfall becomes the shortfall for Quarter 3 and Silan has failed to make up
the shortfall for Quarter 1.  Thus, the Supply Shortfall Penalty (as set forth under Sections 2.5(c) through 2.5(e)) is [+] of the
Wafer Price for [+] Equivalent Wafers [+] of the Wafer Price [+] Equivalent Wafers [+].


	Example 3:  In the Quarter 1 Sipex orders [+] Equivalent Wafers; Silan supplies [+]
Equivalent Wafers.  Thus this Quarter the shortfall is [+] Equivalent Wafers.  In Quarter 2 (the Order Makeup Quarter),
Sipex orders another [+] Equivalent Wafers and, Silan delivers only [+] Equivalent Wafers.  Thus for this Quarter the
shortfall is [+] Equivalent Wafers which become the shortfall for Quarter 3 and because the number of Equivalent Wafers
delivered did not exceed [+] none of the Equivalent Wafers delivered in Quarter 2 are credited to the shortfall in Quarter 1.
Thus, the Supply Shortfall Penalty (as set forth under Sections 2.5(c) through 2.5(e)) is [+] of the Wafer Price for [+]
Equivalent Wafers [+] of the Wafer Price [+] Equivalent Wafers [+].


	Example 4: In the Quarter 1 Sipex orders [+] Equivalent Wafers; Silan supplies only [+]
Equivalent Wafers.  Thus the shortfall in Quarter 1 is [+] Equivalent Wafers.  In Quarter 2 (the Order Makeup Quarter),
Sipex orders another [+] Equivalent Wafers and, Silan delivers all [+] Equivalent Wafers.  Thus, there is no shortfall in
Quarter 2, Thus, the Supply Shortfall Penalty is [+] of the Wafer Price for the [+] Equivalent Wafers
[+].


	Silan may notify Sipex within thirty (30) days of the end of each Quarter
whether there has been a Supply Shortfall for such Quarter and whether, and to what extent, Silan can make up such Supply Shortfall
in the following Quarter.  If Silan provides such notice, unless Sipex notifies Silan within five (5) business days of receiving such notice
from Silan to what extent it requires Silan to make up the Supply Shortfall in the Quarter in which the notice is received, Silan shall not
be obligated to pay the Supply Shortfall Penalty to Sipex for the Supply Shortfall Quarter.


	Without limiting its rights under Article 7 and 9.2 of the Master Agreement or this Agreement, Silan shall
have the option upon notice to Sipex to suspend in whole or in part its Supply Commitment under Section 2.3(b) if Silan would have the
right to terminate this Agreement for a breach of this Agreement by Sipex.  If Silan does not notify Sipex within thirty (30) days from the
date it has the right to terminate or suspend this Agreement for breach by Sipex, that it wishes to suspend its Supply Commitment,
Silan shall continue to be obligated under Section 2.3(b) to satisfy its Supply Commitment. 

2.6   Sipex Product
Pricing
.
  Subject to the terms of this Agreement (including this Section 2.6), the price to be paid by Sipex for
Finished Sipex Products supplied hereunder shall be based on the Fixed Wafer Price for the relevant Sipex Product as set forth in
Exhibit C-1 adjusted in accordance with Section 2.7.  The Fixed Wafer Price includes the cost of Silan conducting a Wafer


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -8-






Level Probe on each wafer but excludes any Die Level Probe costs.  Payment terms for the Sipex Products supplied hereunder shall be
as set forth in Article 7.   The Fixed Wafer Price also excludes the cost of backside grinding and backside metal for wafers.  For
avoidance of doubt, unless explicitly agreed to in writing by Sipex, no change to any Sipex Process, whether for the purposes of
meeting Process Qualification or Product Qualification, shall increase the Fixed Wafer Price of any Sipex Products as set forth in
Exhibit C-1.  


2.7   Adjustments to Fixed Wafer
Price
:



	Minimum Wafer Probe Yield.  Each Fixed Wafer Price assumes a
minimum Wafer Probe Yield ("Minimum Wafer Probe Yield") as set forth in Exhibit C-1.  To the extent the
Actual Wafer Probe Yields are less than the Minimum Wafer Probe Yields, the Fixed Wafer Price shall be reduced in direct proportion
to the percentage difference between the Actual Wafer Probe Yield and the Minimum Wafer Probe Yield (the "Wafer
Price").  Any wafer of Finished Sipex Product with a Wafer Probe Yield of less than twenty-five percent (25%) will be returned
as scrap for a full refund.  For purposes of this Section 2.7, "Wafer Probe Yield" means the number of electrically
good die in each wafer of Finished Sipex Product following the final packaging and testing of dies by Sipex or its designee (which
excludes bad die identified in Sipex Product testing under Sections 5.1 and 5.2, divided by the expected number of die for the Sipex
Wafer set forth in Exhibit C-2.  In the event Silan disputes Sipex's Wafer Probe Yield, Sipex shall make the rejected die
available to Silan for testing by an independent testing consultant in Santa Clara County, California to verify the basis for any rejected
die's failure.  


	Initial Wafer Price Reduction.  As partial consideration for
Sipex entering into this Agreement with Silan, the Wafer Price for the first [+] Equivalent Wafers of Finished Sipex Product purchased by Sipex hereunder shall be reduced by an amount
equal to [+] United States Dollars US$[+]) for each 5-inch wafer and (ii) [+] for each 6-inch wafer.  


	Term of Wafer Pricing.  The Fixed Wafer Price for each Sipex Product ordered by Sipex is set
forth on Exhibit C-1 and shall be fixed for such Sipex Product for [+] years from the first commercial supply of such
Sipex Product by Silan to Sipex hereunder (such period for each Sipex Product the "Initial Fixed Price Period").  At
least ninety (90) days prior to the end of the Initial Fixed Price Period (and any Subsequent Fixed Price Period) for each Sipex Product,
the Parties shall, subject to Section 2.7(d), commence good faith negotiations to set the Fixed Wafer Price for the relevant Sipex
Product for a period of at least one year (each such subsequent period a "Subsequent Fixed Price Period")
following the initial Fixed Price Period or any Subsequent Fixed Price Period, as the case may be.  If the Parties are not able to agree
on the Fixed Wafer Price for any Subsequent Fixed Price Period, then each Party shall have the right to terminate this Agreement and
neither party shall have any further obligation to purchase or supply, as the case may be, hereunder.  


	Maximum Wafer Price Adjustment.  The Fixed Wafer Price for any
Subsequent Fixed Price Period shall not change by more than [+] of the Fixed Wafer Price for the Initial Fixed Price Period or
prior Subsequent Price Period, as the case may be.

______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -9-








	Additional Adjustments to Wafer Pricing.  In setting a new Fixed Wafer Price, the Parties shall
take into account among other things (i) reductions/increases in the cost of raw materials used, and (ii) reductions/increases in cost of
operation of any process of manufacture used by Silan in manufacturing the Sipex Products.  


	Taxes.  The price (including the Fixed Wafer Price) payable by
Sipex to Silan for Sipex Products does not include any applicable VAT, sales and other similar taxes required by any Governmental
Authority in China ("Sales Taxes").  Sipex shall be responsible for the payment of all such Sales Taxes imposed on
the purchase of Sipex Products from Silan hereunder.


	Product Qualification and Manufacturing
Changes

3.1   Product Qualification.




	Following its receipt of each Sipex Maskwork, Silan shall commence the
manufacture of Product Qualification Wafers that meet the Specifications for the relevant Sipex Product set forth in Exhibit C-
2.  It is anticipated that Silan shall manufacture twelve (12) individual conforming Product Qualification Wafers for each Sipex
Product group.  


	Upon completion of the manufacture of such Product Qualification Wafers
Silan shall notify Sipex thereof and deliver to Sipex, Ex Works (Incoterms 2000), Silan's Facilities, the agreed number of conforming
Product Qualification Wafers set forth in Exhibit C-3.   Silan acknowledges that time is of the essence for delivery of
conforming Product Qualification Wafers to Sipex prior to the applicable Product Qualification Date.


	Upon receipt of each shipment of Product Qualification Wafers, Sipex shall promptly conduct tests to verify
whether such Product Qualification Wafers satisfy the Product Qualification requirements.  Upon Sipex's request, Silan will provide
Sipex with any test results and other materials necessary to the enable Sipex to conduct Product Qualification.


	If such Product Qualification Wafers achieve Product Qualification, Sipex shall notify Silan thereof and the
relevant Sipex Product shall be deemed to be qualified and Silan shall commence the commercial manufacture and supply of such
Sipex Product in accordance with the terms of this Agreement.  Sipex will provide Silan with copies of all of its Product Qualification test
data regardless of whether Product Qualification is achieved.


	Upon Sipex's confirmation of Product Qualification as set forth under Section 3.1(b) above, Sipex shall
have the right but not the obligation to purchase any remaining Product Qualification Wafers for Sipex Products for fifty percent (50%)
of the applicable Wafer Price.


	If Silan has not delivered conforming Product
Qualification Wafers for each of the Sipex Products by the Product Qualification Date in Exhibit C-3, either Party shall have the
option to terminate this Agreement and if this Agreement is terminated under this Section 3.1(f) neither Party admits any
liability.


	If the Product Qualification Wafers for a Sipex Product fail to meet the Product Qualification tests, the
Parties shall work together in good faith to determine the cause of the failure; and the Parties shall, through good faith negotiations,
agree upon whether (i) to have Silan modify the

 -10-






Process, or (ii) to modify or have modified the design for the Sipex Product (and
accordingly have new Maskworks made), in order to remedy the failure.



	The procedures set forth in Sections 3.1(a), 3.1(b), 3.1(b) and 3.1(f) shall be repeated as necessary until
the relevant Sipex Product meets the Product Qualification Specifications.

3.2   Product Qualification Costs
.



	Except as expressly set forth in this
Agreement, Sipex shall be responsible for and shall pay all Product Qualification Costs for each of the Sipex Products.  The
foregoing shall not apply to Product Qualification Wafers for Sipex Product used to achieve Process Qualification under the Process
Technology Transfer and License Agreement, the cost for which shall be as set forth in the Process Technology Transfer and License
Agreement.  


	The Parties shall, through good faith negotiations, agree upon the sharing of
all reasonable Product Qualification Costs to re-qualify any Sipex Product as a result of any manufacturing change made by Silan in
accordance with Section 3.3 below.  


	In the event any Sipex Product does not achieve Product Qualification after Silan has delivered three (3)
separate sets of Product Qualification Wafers for Qualification by Sipex, other than as a result of a breach by Sipex, Silan shall continue
bear all wafer costs for any subsequent Qualification Wafers and Sipex shall continue to be responsible for and shall pay for any other
subsequent Product Qualification Costs for such Sipex Product.  


	If Product Qualification requires the redesign of a Sipex Product in
accordance with Section 3.1(f), the Parties shall, as part of Sipex's approval of the redesign of any Sipex Product, discuss in good faith
the equitable sharing the out of pocket costs and expenses incurred by the Parties in doing such redesign, including the costs of any
new Maskworks, the testing, packaging and manufacturing of wafers, and Qualification costs for such re-design.

3.3   Manufacturing Changes
.



	Once Product Qualification is successfully completed with respect to a Sipex Product, Silan shall not make
any changes to the manufacturing process that do or could reasonably be expect to affect product quality, price, performance or yield
for that Sipex Product (such change, a "Major Process Change") without Sipex's prior written consent.  If Silan
wishes to make a Major Process Change it shall inform Sipex in writing at least ninety (90) days in advance of the proposed change
setting forth the nature of the change and Silan's reasons for wanting to make such change and any anticipated changes to the
manufacturing costs or price of a Sipex Product resulting from such Major Process Change.  Sipex shall respond it writing to Silan
within five (5) Business Days of receiving such notice whether (i) Sipex approves such change, (ii) Sipex will not consent to such
change being made, or (iii) Sipex requires additional information from Silan in order to approve or disapprove such change.  If Sipex
does not respond in five (5) Business Days in accordance with the foregoing, the Major Process Change as described in the Silan
notice shall be deemed approved.  If Sipex does respond within five (5) Business Days in accordance with the foregoing, Silan shall not
make any Major Process Change unless it is approved by Sipex in writing.  To the extent any manufacturing changes are made or
allowed happen and Sipex approves any such changes, the Parties shall discuss in good faith an equitable solution to remedy any
adverse effects that result from

 -11-






or arise out of the change, including adverse effects to the Sipex Product, its yield, reliability or
conformance to the Specification and the Parties also discuss in good faith an equitable sharing of all costs, including for re-qualifying
the relevant Sipex Product where necessary, associated therewith.  Notwithstanding the foregoing, Sipex shall not be responsible for
any manufacturing cost increase or increase to the prices of the Sipex Products resulting from such change unless Sipex has approved
such increases.  



	Except as set forth in Section 4.2(c) of the PTTLA, in no event shall Silan be required to indemnify and hold
Sipex harmless under Article 6 of the Master Agreement for any Action or Liability for infringement of a third party's Intellectual Property
Rights arising out of Sipex's sale or offer for sale of any Sipex Products not manufactured by Silan to the extent such Action or Liability
is based on any Silan Process Technology Improvements and Sipex shall be solely liable for any such Action and Liability.



	Forecasts, Purchase Orders and Production Holds

4.1   Rolling
Forecasts
.
  On the fifteenth (15th) day of each month (or on the last preceding Business Day prior to
the fifteenth (15th) day if the fifteenth (15th) day is on a weekend or holiday) following the first Product
Qualification, Sipex shall provide Silan with a non-binding, six (6) month rolling forecast (the "Forecast") of the
monthly quantity of wafer starts and Wafer Outs, by Sipex Product (that have achieved Product Qualification), anticipated to be ordered
by Sipex from Silan.  The quantities set forth in each Forecast shall conform to the Supply Commitments under Section 2.3. Forecasts
are for planning purposes only and Sipex shall only be liable with respect to those Sipex Products for which Sipex has submitted a
Purchase Order therefor.  For purposes of this Agreement, the term "Wafers Out" means the number of Finished Sipex
Products.  

4.2   Ordering Requirements and
Forecast
.



	On a schedule mutually agreed between the Parties, Sipex shall issue to
Silan a monthly Sipex Start Plan (the "Sipex Start Plan").  The Sipex Start Plan shall specify device types, and
quantities in terms of wafer starts for Sipex Products the production of which is to commence for each of the days covered by the Sipex
Start Plan (each a "Fixed Day") and whether the wafer starts shall be for 5-inch wafers or 6-inch wafers.  Sipex
shall issue each Sipex Start Plan (or any changes thereto) at least 24 hours in advance of the first date (China time) covered by such
Sipex Start Plan.  The Sipex Start Plan will be issued electronically.  The Sipex Start Plan may be changed or updated by Sipex no
more frequently than weekly on schedule mutually agreed between the Parties.  Sipex shall use commercially reasonable efforts to
balance wafer starts specified in each Sipex Start Plan such that wafer starts are allocated substantially uniformly during each month
(for example wafer starts for any week are not more than 25% of Supply Commitment (for a week) or less than 25% of the Order
Commitment (for a week)).  


	Silan shall commence production of such device types in such quantities as specified for each such Fixed
Day.  The remaining days of each Sipex Start Plan shall be for informational purposes only and shall not be deemed fixed to any
extent.


	Once per year Silan may shut down the Silan Facility for maintenance.  Silan will provide Sipex with forty
five (45) days advanced written notice of such shut down.  The Parties

 -12-






will use reasonable commercial efforts to reschedule the
manufacture of Sipex Products scheduled to be manufactured in such shut down period.  Silan's Supply Commitment for the Quarter in
which the maintenance occurs shall be reduced by the fraction equal to twelve divided by thirteen (12/13) to reflect the one week of
production loss during maintenance.


4.3   Purchase Order
Process
.
  Three Weeks prior to the start of each Quarterly period, Sipex shall deliver to Silan a written, blanket
purchase order for the Sipex Products expected to be started in that Quarter (each, a "Purchase Order").  Each
Purchase Order shall set forth Sipex's anticipated wafer starts for each month during the Quarter and shall specify whether the
anticipated wafer starts shall be for 5-inch wafers or 6-inch wafers.  The monthly wafer starts specified in each Purchase Order shall be
non-binding, provided that Sipex shall use commercially reasonable efforts to balance wafer starts specified in each Purchase Order
and corresponding Sipex Start Plan in accordance with Section 4.2(a).  In the event Silan reasonably believes that Sipex Start Plans
are not balancing wafer starts during such months, the Parties agree to discuss in good faith changes to the Sipex Start Plan to balance
wafer starts.  Any terms and conditions expressed in any Purchase Order or acknowledgment, other than the relevant Sipex Product
ordered, the quantities of Wafers Out, and the scheduled shipment date, shall have no force and effect between the Parties.  Silan shall
notify Sipex of its acceptance or, if Silan receives any Purchase Order that does not conform to the Ordering Requirements (as defined
below), its rejection of each such Purchase Order thereof within two (2) Business Days of its receipt thereof.  In the event Silan does
not notify Sipex of its acceptance or rejection within such period, such Purchase Order shall be deemed accepted by Silan.  Any
rejection of any Purchase Order by Silan shall be accompanied by an explanation setting forth in reasonable detail, the basis for Silan's
rejection thereof; provided that Silan may not reject a Purchase Order that conforms to Sipex's Forecast, the Supply Commitment and
other ordering requirements as set forth under this Agreement ("Ordering Requirements").  Silan acknowledges
that time is of the essence with respect to Silan's delivery of Finished Sipex Products in accordance with accepted Purchase Orders.
Any Purchase Order accepted by Silan may not be cancelled or terminated, provided that Sipex shall be free to cancel any wafer starts
set forth in any Sipex Start Plan in the event Silan is in uncured material breach of this Agreement or any of the other Transaction
Agreements.  Any Sipex Products cancelled under this Section 4.3 by Sipex, other than for an uncured material breach of this
Agreement by Silan, shall count towards Silan's Supply Commitment.   


4.4   Shipping Instructions
.
  On the day of each week as determined by the Program Coordinators, Sipex shall provide Silan a written
report identifying wafer shipments (including shipment destinations) that need to be made in the current Week starting on that Monday
(the "Shipping Instruction Report").    


4.5   Revisions
.
  The Parties may agree in writing from time to time to revise the periods covered by  the rolling forecasts,
the forecasting and ordering process, the forecast and ordering data, and/or the technology by which the forecasts and orders are
communicated to take advantage of more efficient and effective means of transacting business. 


4.6   Production Holds
.
  At Sipex's request, Silan shall hold production on ten (10) Lots with respect to which production has
started without charging Sipex an extra fee for that service for the first sixty (60) days of such hold.  If Sipex desires Silan to
hold production on Lots in excess of ten (10) Lots, Sipex shall pay Silan twenty percent (20%) of any such Lot's Fixed Wafer Price as
reimbursement of Silan's costs and expenses of any such hold.  If any hold on a Lot exceeds sixty


 -13-






(60) days, Sipex, at its option, will
either (i) terminate production of the Lot (which Lot shall not count against Sipex's Order Commitment Section 2.3 but will count
towards Silan's Supply Commitment under Section 2.3), or (ii) release the Lot for completion of processing.  In the event that
production of a Lot which is on hold is terminated, the number of such terminated production wafers shall count toward Silan's Supply
Commitment and Sipex shall pay Silan, as Silan's exclusive remedy and Sipex's sole Liability, an amount (the "Wafer
Termination Amount") equal to: 


(A) ((Fixed Wafer Price minus Wafer Substrate Cost) multiplied by Percentage
Completion) plus (B) Wafer Substrate Cost.

where:






	"Fixed Wafer Price" means the Fixed Wafer Price that would have been applicable in
accordance with Article 3 had such wafer been purchased by Sipex; 


	"Percentage Completion" is the percentage of processing completed, determined
based on the ratio of the sum of number of Process Steps actually completed to the total number of Process Steps required to produce
the Sipex Product in finished, fully tested form;  


	"Process Steps" for each Sipex Product, the required number of process steps shall be
deemed the sum of the following steps:  (i) the Epi layer and (ii) the number of Maskworks layers for the relevant Sipex Product.  For
the purposes of the foregoing, process steps do not include (i) backside grinding or (ii) backside metal.


	"Wafer Substrate Cost" means the costs incurred, as reflected in an invoice, by Silan
to acquire the wafer for the Sipex Product in unfinished form.

4.7   Six Inch Wafers

.
  Silan shall notify Sipex when it is capable of manufacturing six-inch wafers.  Until such time, all Sipex
Products supplied hereunder shall be in the form of five-inch wafers.





	Testing

5.1   Pre-Shipment
.
  Prior to any shipment of Sipex Products to Sipex or Sipex's designee (such as a third-party packaging
house), Silan shall perform a Wafer Level Probe test on each wafer of Sipex Product and ensure each Sipex Product conforms to the
Acceptance Criteria set forth on Exhibit C-4 or as otherwise agreed upon between the Parties. 

5.2   Following Packaging
.
  Following the packaging of the Sipex Products, Sipex or its designee (such as a third-party packaging
house) will perform further testing on the packaged Sipex Products for conformance with the Acceptance Criteria.  Any packaged die
that do not meet the Acceptance Criteria will be considered "bad die," unless the cause of the "bad die" is
attributable solely to a cause other than Silan's manufacturing and processing, if the cause of the "bad die" is not solely
attributable to Silan's manufacturing and processing, then Silan shall not be responsible for such "bad die."

5.3   Failure to Meet Acceptance Criteria

.
  Unless otherwise permitted by Sipex, Silan shall not ship to Sipex, and Sipex shall have no obligation to
purchase or pay for, any Sipex Products that


 -14-






do not meet the Acceptance Criteria.  Sipex Products that do not meet the Acceptance
Criteria shall not count against Silan's Supply Commitment under Section 2.3.





	Shipping, Packaging and Return Procedure

6.1   Shipments
.
  Shipments shall be made by Silan from the Silan Facility (the "Shipping Point"), in
accordance with the routing and "ship to" instructions in Sipex's Shipping Instructions Report and Section 6.3. All risk of loss
or damage shall pass from Silan to Sipex upon the delivery of the Sipex Products to the Shipping Point.  Title shall pass from Silan to
Sipex only upon the delivery of the Sipex Products to the destination (the "Destination Point") specified in the
Sipex's Shipping Instructions Report.  Silan shall pay all out of pocket costs and expenses incurred in following Sipex's Shipping
Instructions from Shipping Point to the Port of Destination but shall be reimbursed in full by Sipex to Silan for all such costs and
expenses including but not limited to shipping, handling, export charges, taxes, duties, labor costs and similar amounts, and insurance
costs or the shipment of the Sipex Products to the Port of Destination.  In the event that the Sipex Products are damaged or lost
in shipment and such damage or loss is not due to Silan's failure to properly pack and ship such products in accordance with the
Sipex's Shipping Instructions Report, (i) Sipex remedy shall be to make a claim against the insurer of such products for such damage
and not against Silan (ii) for the purposes of Silan Supply Commitment such products shall be deemed to have been shipped by
Silan.  The Parties shall cooperate in obtaining the necessary export and import clearances for each shipment For avoidance of
doubt, in no event shall Silan be deemed in breach of this Agreement for Silan's failure or delay in shipping Sipex Products which
breach is solely related to Silan following Sipex's routing and "ship to" instructions in Sipex's Shipping Instructions Report.
Silan or the person appointed by Silan (such as freight forwarder) will deliver Sipex Product to the Port of destination designated by
Sipex. However Sipex will be responsible for the import clearance and unloading of Sipex Products at the Port of
destination.  Silan has the right to perform the above tasks or hire a third party to perform such task on its behalf. 


6.2   Delivery
.



	Silan shall ship Sipex Products on the dates specified in the Sipex Start Plan
(the "Scheduled Shipment Date") to the extent that such date is no sooner than four business days after the date
that would be possible to do so if Silan complies with the Cycle Time requirement hereunder following the start date specified in the
Sipex Start Plan.  Unless otherwise specified by Sipex, all Scheduled Shipment Dates shall be no later than sixty (60) days after the
date of completed manufacturing of the relevant Sipex Products.  In no event shall Silan ship Sipex Products sooner than three (3) days
in advance of the Scheduled Shipment Date, unless requested in writing by Sipex or if such Sipex Products are designated as a Hot Lot
by Sipex after specifying the Scheduled Shipment Date.  Except for those Sipex Products which are subject to delays caused by holds,
as described in Sections 4.6, in the event that any Sipex Products are not shipped in accordance with Scheduled Shipment
Dates, Silan agrees to ship via air freight (or as directed by Sipex) and to pay for all extra costs.  Silan shall be deemed to have
met its delivery obligations for Finished Sipex Products to the extent any shipment is plus or minus ten percent (+/-10%) of line item
quantity of the relevant Finished Sipex Product per Purchase Order that are due for delivery at that time.

 -15-






	If the ship date for Sipex Products is delayed, upon Sipex's request, by more than sixty (60) days from the
date the Sipex Products are ready to be shipped by Silan (provided that such date is not prior to the date Silan is required to complete
the manufacture of such Sipex Products in order to fulfill the relevant Sipex Start Plan), then, at the end of such sixty (60) day period,
Silan may issue an invoice for such Products and Sipex shall pay such invoice within forty five (45) Business Days of Sipex's receipt of
such invoice regardless of whether the Sipex Products have been shipped on Sipex's request during such period.


	In addition to the Sipex packing and shipping instructions, the Sipex Products shall be packaged in
accordance with applicable Sipex requirements and Chinese laws to ensure safe arrival at Sipex's designated delivery point.  Sipex
shall provide Silan with a copy of Sipex's packaging and shipment requirements.

6.3   Packing and Shipping
Instructions
.



	Absent any Sipex instructions with respect thereto, Silan will properly pack and mark shipments in
accordance with any applicable carrier and legal regulations.  Sipex will assist Silan by providing freight classifications or classifying
material.  Silan shall consolidate the air and surface shipments on single bills of lading insofar as possible so as to avoid premium
freight costs unless instructed otherwise by Sipex.


	Each box, crate or carton will show Sipex's full street address and Sipex Start Plans Lot number regardless
of how shipped.  On air carrier shipments, a packing list shall accompany each container and shall describe the contents of such
container.  On all other shipments, Silan will provide a packing list to accompany each shipment, referencing the appropriate Sipex
Start Plans Lot number and Purchase Order number.  The bill of lading also will reference the Sipex Start Plan Lot number and
Purchase Order number.


	Silan is responsible for packing shipments correctly based on the carrier/mode utilized.  Charges for
packing and crating shall be deemed part of the Price and no additional charges will be made therefor unless specifically requested by
Sipex on the Sipex Start Plans.  Silan agrees to ship via the carrier specified by Sipex.

6.4   Sipex Incoming Testing, Inspection and
Acceptance
.



	Sipex may perform incoming inspection and tests on each shipment of Sipex
Products following its receipt thereof.  If any delivery of Sipex Products by Silan does not conform in any material respect to Sipex's
order for such Sipex Products or is found not to conform with applicable Specifications furnished by Sipex or would not conform to the
product warranty set forth in Section 9.1, Sipex shall have the right to return such Sipex Products to Silan for, in Sipex's discretion,
rework or replacement.  In addition, Sipex has the right to recommend corrective action to address variances from Specifications.  Such
return shipments shall be made by Sipex, EX Works (Incoterms 2000), Sipex's facilities.  


	Sipex shall notify Silan within five (5) Business Days of its receipt of any
shipment whether Sipex intends to reject such shipment on the grounds that the Sipex Products are visibly shipping damaged or that
the quantity in such shipment does not conform to the relevant Purchase Order, Start Plan or invoice, as applicable. 

 -16-






	Except is provided in Section 6.4(b), any Sipex Product not rejected by Sipex within forty five (45) plus five
(5) Business Days after receipt by Sipex thereof shall be deemed accepted.  


	Nothing in this Section 6.4, including any acceptance or rejection of a shipment, shall limit Sipex's rights
under Article 9 below.


	To the extent reasonably practicable, replacement of rejected Sipex Products by Silan shall be made on an
expedited, "courier", basis, to the extent practicable, not to exceed one and one half (1.5) days per mask level, from the date
of return, at no additional expense to Sipex.  


	Payment

7.1   Sipex Product Payment
.
 On the day Silan makes shipment, Silan shall send to Sipex a shipping notice containing the number of
Sipex Products shipped, estimated amount payable, Lot number, and Purchase Order number.  Silan shall also provide, at the end of
each month, a monthly invoice and reconciliation statement showing all shipments made during the month on a Weekly basis and any
special or incidental fees incurred that Week as authorized by this Agreement (e.g., Hot Lot fees).  Subject to the terms and conditions
of this Agreement, Sipex's payment shall be net forty five (45) days after the relevant Finished Sipex Products are packaged and ready
for shipment from the Ex Works Point by Silan in accordance with Section 6.2(a).  Subject to the terms and conditions of this
Agreement, Sipex shall pay Silan the Fixed Wafer Price.  







	Specifications, Cycle Time and Quality Assurance 

8.1   Specifications
.
  Sipex shall furnish to Silan from time to time, as required, quality and reliability Specifications applicable
to Sipex Products.  Among other things, those Specifications will specify the quality standards used by Sipex for Sipex Products.  


8.2   Change to Specifications
.
  Sipex has the right to propose to modify, change or alter the Specifications from time-to-time, at its sole
discretion and upon reasonable written notice to Silan.  Such changes shall not be implemented by Silan unless Silan consents to such
changes.  Silan shall either accept or reject a proposed change within thirty (30) days of receiving notice of such proposed change.
Silan's failure to respond to such proposed change within such period shall be deemed its approval of such change.  If the Parties
cannot reasonably agree on the proposed changes to the Specifications, Silan shall continue to manufacture Sipex Products in
accordance with the existing Specifications. Silan shall not unreasonably withhold its consents to changes to the Specifications
proposed by Sipex.  In implementing agreed upon such changes, the Parties shall, through good faith negotiations, agree upon any
changes to the delivery schedule of the Sipex Products subject to such Specification changes and Sipex's and Silan's respective
responsibilities, in accordance with Section 8.3 for the costs incurred by Silan in connection with such changes.  


8.3   Specification Change Costs
.



	In the event Sipex changes the Specifications pursuant to Section 8.1, then:

 -17-









	The Parties shall, through good faith negotiations, agree upon all costs
associated with the change to the extent that they relate to such improvements and result in savings to Silan; or


	If the change results in an increase in the cost of raw materials used and/or of the operation of any process
of manufacture used by Silan in manufacturing Sipex Products, the Parties shall commence good faith negotiations to set a new Fixed
Wafer Price for the relevant Sipex Product.  If the Parties are not able to agree, after using good faith efforts to do so, Silan will continue
to manufacture the relevant Sipex Product without the implementation of the change.    


	Sipex shall give Silan reasonable notice prior to exercising its option to change Specifications, and Sipex
and Silan shall exercise reasonable efforts to resolve any hardships which Silan would suffer from such change in the Specifications if
Silan consents to such changes.  For purposes of this Section 8.3, "costs" shall include, but not be limited to, costs
relating to wafers, assembly, testing, Sipex Product Qualification costs, engineering for failure analysis, incremental equipment to run
qualification Lots, and the like.


	For any wafers that have been manufactured in whole or in part that are
required to be scrapped due to any change to Specifications, Sipex shall pay Silan the Wafer Termination Amount, calculated as set
forth in Section 4.6.  

8.4   Cycle
Time
.
  Silan agrees to process Sipex Products in accordance with the Cycle Times.     



8.5   Expedited Production
.



	On production Lots specified by Sipex, Silan shall expedite Cycle Time to be no longer than the Expedited
Cycle Time (as defined below) or such other cycle time as may be agreed (such expedited Lots herein referred to as "Hot
Lots"); provided, however, that unless otherwise agreed, Silan shall not be obligated to so expedite production, on more
than:



	Six (6) Hot Lots per month at no
additional charge; and


	a total of eight (8) Hot Lots per
month. 


	Except as provided in Section 8.5(a)(i), the price of a Hot Lot wafer shall be [+] times the Wafer Price otherwise payable for such wafer
minus any price adjustments set forth in Sections 2.5 and 2.7(a).


	Any Lots required to be expedited pursuant to Sections 6.4 or 9.2 below shall not count against the limits
described in Sections 8.5(a)(i) and (ii) above.

______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -18-








	The Expedited Cycle Time for one (1) year following the date on which a Sipex Product is manufactured
shall be [+] days per mask level.  After such first year
period, Silan shall use reasonable commercial effort to reduce the cycle time below one and one-half (1.5) days per mask level.


8.6   Security and Destruction of
Scrap
.
  Silan shall not assign, consign, deliver, transfer or otherwise provide Sipex Products, and shall undertake
security measures (including but not limited to scrap and non-conforming Sipex Product destruction) sufficient to prevent Sipex
Products (including all defective Sipex Products which do not meet Specifications) from being sold, assigned, consigned, delivered,
transferred or otherwise provided, to any third party without the express written consent of Sipex.  Unless otherwise specified in writing
by Sipex, (a) all defective Sipex Products which cannot be repaired economically shall be scrapped and destroyed and
(b) such defective Sipex Products shall not be transferred to any third party.  Sipex shall have the right, from time-to-time, to
review (i) Silan's security and scrap destruction procedures, and (ii) Silan's compliance with such procedures. 





	Warranties

9.1   Product
Warranty
.
  Silan warrants to Sipex that the Sipex Products as delivered to Sipex hereunder will conform to the
relevant Specifications and shall be free from any defects in material or manufacture for a period of two (2) years from the date of
acceptance under Section 6.4 (hereinafter, the "Warranty Period").  Silan shall be not be responsible for failure of a
Sipex Product to meet the foregoing warranty due to a defect in the Sipex Process Technology as originally Qualified under the Process
Technology Transfer and License Agreement or as modified by mutual written agreement of the Parties.  


9.2   Product
Warranty Remedy
.
  If, within the Warranty Period, any Sipex Products do not conform to the warranty set forth in
Section 9.1, Sipex shall notify Silan promptly in writing of such breach, and Silan shall promptly, at Sipex's option, either
(i) if Silan still has the capability to manufacture such Sipex Products, repair or replace such Sipex Products (including
reasonable packaging and testing such Sipex Product if such defective Sipex Product has been packaged and tested) at no cost to
Sipex or Sipex's customers, or (ii) refund to Sipex's the original amount paid by Sipex to Silan for such Sipex Products, all
reasonable packaging and testing costs incurred by Sipex for such defective Sipex Product, and all reasonable shipping and handling
costs incurred with respect to any return of such defective Sipex Products to Silan and the reasonable shipping and handling of the
replacement Sipex Products to Sipex.  Such return shipment shall be made as set forth in Section 6.4(a).  





	Intellectual Property

Subject to the rights and licensed licenses granted under the Product License Agreement, nothing
in this Agreement shall be considered an assignment, or license, by one Party to another of any Intellectual Property Rights owned or
controlled by a Party prior to the Effective Date, or


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -19-






developed or acquired by that Party following the Effective Date, regardless of
whether such Intellectual Property Rights were created or acquired in connection with this Agreement.




	Sipex Product IP Indemnification

11.1   Sipex Product Design IP Claim
.
  In the event any Sipex Product Design IP Claim is brought solely against Sipex or Silan, or jointly against
Silan and Sipex as co-defendants, arising out of the sale of any Sipex Product by Sipex, Sipex shall conduct the defense of and shall
be fully liable for such Sipex Product Design Claim and, in the event the Sipex Product Design IP Claim is brought solely against Silan
or against Silan as a co-defendant, Sipex shall indemnify Silan in accordance with Article 6 of the Master Agreement against any
Liabilities incurred by Silan as a result of such Sipex Product Design IP Claim.  Silan shall have no obligation to indemnify Sipex in
connection with any Sipex Product Design IP Claim.


11.2   Sipex Product Process IP Claim
.



	Sipex as Sole Defendant.  In the event any Sipex Product Process IP Claim is brought solely
against Sipex arising out of the sale of any Sipex Product by Sipex and such Sipex Product Process IP Claim is based on a Sipex
Process as (i) originally Qualified under the Process Technology Transfer and License Agreement; or (ii) modified by mutual written
agreement of the Parties (together "Sipex Product Original Process"), Sipex shall conduct the defense of and shall
be fully liable for such Sipex Product Process IP Claim and Silan shall have no obligation to indemnify Sipex in connection with any
Sipex Product Process IP Claim, provided that, if such Sipex Product Process IP Claim is based on any process
of manufacture other than a Sipex Product Original Process ("Sipex Product Modified Process"), Silan shall
indemnify Sipex in accordance with Article 6 of the Master Agreement for any Liabilities incurred by Sipex as a result of such Sipex
Product Process IP Claim, unless Silan can demonstrate, through a successful arbitral decision awarded pursuant to
Section 8.2 of the Master Agreement, that the Sipex Product Process IP Claim would have succeeded with respect to the relevant
Sipex Product Original  Process on which the Sipex Product Modified Process is based, even without Silan's modifications or changes,
in which case, the Parties' obligations with respect to such Sipex Product Process IP Claim shall be as if such Sipex Product Process
IP Claim was based on an Sipex Product Original  Process.


	Silan as Sole Defendant.  In the event any Sipex Product Process IP Claim is brought solely
against Silan arising out of the sale of any Sipex Product by Sipex and such Sipex Product Process IP Claim is based on a Sipex
Product Original  Process, Silan shall conduct the defense of such Sipex Product Process IP Claim and Sipex shall indemnify Silan in
accordance with Article 6 of the Master Agreement against any Liabilities incurred by Silan as a result of such Sipex Product Process IP
Claim; provided that, if such Sipex Product Process IP Claim is based on any Sipex Product Modified Process, Silan
shall be fully liable for such Sipex Product Process IP Claim and Sipex shall have no obligation to indemnify Silan in connection with
such Sipex Product Process IP Claim, unless Silan can demonstrate, through a successful arbitral decision awarded
pursuant to Section 8.2 of the Master Agreement, that the Sipex Product Process IP Claim would have succeeded with respect to the
relevant Sipex Product Original  Process on which the Sipex Product Modified Process is based, even without Silan's modifications or
changes, in which case, the Parties' obligations with respect to such Sipex Product Process IP Claim shall be as if such Sipex Product
Process IP Claim was based on a Sipex Product Original  Process.

 -20-







	Sipex and Silan as Co-Defendants.  



	Inside China.  In the event any Sipex Product Process IP Claim is brought in China against both
Silan and Sipex as co-defendants arising out of the sale of any Sipex Product by Sipex and such Sipex Product Process IP Claim is
based on a Sipex Product Original  Process, Sipex shall conduct the defense of such Sipex Product Process IP Claim and shall be fully
liable for such Sipex Product Process IP Claim and shall indemnify Silan in accordance with Article 6 of the Master Agreement against
any Liabilities incurred by Silan as a result of such Sipex Product Process IP Claim and Silan shall have no obligation to indemnify
Sipex in connection with such Sipex Product Process IP Claim; provided that, if such Sipex Product Process IP Claim
is based on any Sipex Product Modified Process, Silan shall be fully liable for such Sipex Product Process IP Claim and shall indemnify
Sipex in accordance with Article 6 of the Master Agreement against any Liabilities incurred by Sipex in connection with such Sipex
Product Process IP Claim and Sipex shall have no obligation to indemnify Silan in connection with such Sipex Product Process IP
Claim, unless Silan can demonstrate, through a successful arbitral decision awarded pursuant to Section 8.2 of the
Master Agreement, that the Sipex Product Process IP Claim would have succeeded with respect to the relevant Sipex Product Original
Process on which the Sipex Product Modified Process is based, even without Silan's modifications or changes, in which case, the
Parties' obligations with respect to such Sipex Product Process IP Claim shall be as if such Sipex Product Process IP Claim was based
on a Sipex Product Original  Process.


	Outside China.  In the event any Sipex Product Process IP Claim is brought outside of China
against both Silan and Sipex as co-defendants arising out of the sale of any Sipex Product by Sipex and such Sipex Product Process IP
Claim is based on a Sipex Product Original Process, Sipex shall conduct the defense of such Sipex Product Process IP Claim and shall
be fully liable for such Sipex Product Process IP Claim and shall indemnify Silan in accordance with Article 6 of the Master Agreement
against any Liabilities incurred by Silan as a result of such Sipex Product Process IP Claim and Silan shall have no obligation to
indemnify Sipex in connection with such Sipex Product Process IP Claim; provided that, if such Sipex Product Process
IP Claim is based on any Sipex Product Modified Process, Silan shall be fully liable for such Sipex Product Process IP Claim and shall
indemnify Sipex in accordance with Article 6 of the Master Agreement against any Liabilities incurred by Sipex in connection with such
Sipex Product Process IP Claim and Sipex shall have no obligation to indemnify Silan in connection with such Sipex Product Process
IP Claim, unless Silan can demonstrate, through a successful arbitral decision awarded pursuant to Section 8.2 of the
Master Agreement, that the Sipex Product Process IP Claim would have succeeded with respect to the relevant Sipex Product Original
Process on which the Sipex Product Modified Process is based, even without Silan's modifications or changes, in which case, the
Parties' obligations with respect to such Sipex Product Process IP Claim shall be as if such Sipex Product Process IP Claim was based
on a Sipex Product Original  Process.

11.3   SOLE REMEDY

.  SECTION 11.1 ABOVE STATES EACH PARTY'S SOLE AND
EXCLUSIVE OBLIGATION AND EACH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR ANY SIPEX PRODUCT IP PROCESS
CLAIM OR ANY SIPEX PRODUCT DESIGN IP CLAIM

11.4   Requirement to Manufacture Sipex Product
.
  Provided Silan is not in breach of any of the Transaction Agreements, in the event any Sipex Product
Design IP Claim based on any Original Design or any Sipex Product Process IP Claim based on any Sipex Product Original Process
gives



 -21-






rise to an injunction against Silan practice of any Sipex Process at the Silan Facility or use of any Sipex Maskworks or other
design required for the manufacture and supply of Sipex Products ordered by Sipex under this Agreement
("Injunction"), such Injunction shall be deemed an event of force majeure under Section 9.2 of the Master
Agreement and Silan shall not be deemed in breach of this Agreement for failure to manufacture and supply the Sipex Product(s) which
require the practice of the Sipex Process(es) subject to the Injunction.  If any Sipex Product Design IP Claim based on any Original
Design or any Sipex Product Process IP Claim based on any Sipex Product Original Process results in the termination of the
manufacture of any partially completed wafers of Sipex Product and/or sale of any completed wafers of Sipex Product, Sipex's liability
for such wafers shall be the Wafer Termination Amount calculated under Section 4.6 above.  

11.5   Other Liability
.
  If Sipex incurs any Liability to any third party as a result of Sipex's sale of any Sipex Product caused by
Silan's manufacture of the Sipex Product, Silan shall indemnify Sipex against such Liability in accordance with Article 6 of the Master
Agreement.  Except as otherwise provided for in this Article 11 and any other Transaction Agreement, Sipex shall be solely responsible
for any Liability arising out of Sipex's sale of Sipex Products to any third party to the extent such Liability is based on the Sipex Process
Technology (as originally Qualified under the Process Technology Transfer and License Agreement or as modified by mutual written
agreement of the Parties) used by Silan to manufacture Sipex Products.  

11.6   Exclusions
.
  Except as provided in this Article 11, Sipex shall have no obligation to indemnify Silan under Section 11.1
above for any changes in design that have not been approved in writing  by Sipex.  








	Silan
Purchase of Sipex Products

Prior to shipment of the Production Equipment from the Sipex Facility as contemplated under the
Production Equipment Sale Agreement, Silan may submit Purchase Orders to Sipex for the Sipex Products contemplated to be
manufactured by Silan under this Agreement.  To the extent reasonably practicable, Sipex shall use commercially reasonable efforts to
accept and fulfill such orders.  All such purchases of Sipex Products shall be subject to Sipex's standard terms and conditions of sale.
The price payable by Silan to Sipex for all such Sipex Products purchased by Silan hereunder shall be as set forth in
Exhibit C-5 hereto plus any shipping and handling costs, taxes or duties paid or payable by Sipex.  




	Facility Upgrade, Inspection and
Monitoring Rights and Technical Support

13.1   Upgrade of Silan Facility
.
  Following completion of the transfer of the Production Equipment under the Production Equipment Sale
Agreement, Silan shall, as soon as reasonably practicable, commence an upgrade at the Facility in order to commence supply of six (6)
inch wafers of Finished Sipex Products.  The details of such upgrade, including the timetable for its completion shall be as mutually
agreed to between the Parties following successful transfer of the Production Equipment. 


13.2   Sipex Resident Inspector
.
  During the Term, Sipex shall have the right to maintain at the Silan Facility, at Sipex's sole discretion,
one or more resident representatives, as reasonably approved by Silan, for the purpose of monitoring compliance with this Agreement,
the Specifications,



 -22-






and Sipex safety and environmental standards for the protection of Sipex personnel, and protecting Sipex's
intellectual property, including but not limited to any Sipex Maskworks, information, data or Technology.  Silan shall ensure that all such
personnel of Sipex are provided with all reasonable office space, local telephone and internet connections, copier, facsimile and
secretarial support at no charge to Sipex.


13.3   Visits and Secrecy Agreement
.
  Each and every personnel of Sipex who shall be given access to the Silan Facility pursuant to this
Agreement shall execute an agreement, which shall include reasonable terms governing the protection of Silan confidential information,
as a condition precedent to admission or access to such Silan Facility or receipt of technical information of Silan pursuant to this
Agreement.  All such personnel shall fully abide by all Silan Facility rules and regulations.  

13.4   Silan Corrective
Actions
.
  During the Term, Silan agrees to use reasonable efforts to make corrective actions as may be
reasonably recommended by Sipex as soon as practicable, after written notification of the problem; provided, however, that Sipex shall
use reasonable efforts to assist Silan in taking such action recommended by Sipex or in solving problems.

13.5   Implementation of Technical Information
.



	Unless otherwise instructed by Sipex, and except as provided in Section 13.4 above, Silan shall, in
accordance with this Agreement, implement all information, data and instructions provided hereunder as well as any manufacturing
improvements (including Sipex Product performance improvements) as and when such information, data and instructions are furnished
by Sipex to Silan.


	Silan shall establish failure analysis capability reasonably satisfactory to Sipex in connection with Product
Qualification and maintain such capability throughout the term of this Agreement.

13.6   Sipex Technical
Support

.
  Sipex shall provide Silan with prompt technical support during the Term.   






	
Term and Termination

14.1    Term
.



	The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5)
years, unless earlier terminated or renewed in accordance with Article 7 of the Master Agreement.  Unless this Agreement is
terminated in accordance with Article 7 of the Master Agreement, for a breach by Silan, the following provisions of this Agreement shall
survive the termination of the Term of this Agreement:  Article: 7; Sections 2.3(a).  The following provisions shall survive the termination
or expiration of the Term of this Agreement for any reason:  Articles:  1, 5, 6, 8, 9, 10, and 15; Sections 2.2, 2.5, 3.2(a), 3.2(d), and 4.6.



	Except in the event Sipex has not delivered the Production Equipment to Silan under the Production
Equipment Sale Agreement unless caused by a breach of the Production Equipment Sale Agreement by Silan, upon the earlier to occur
of either the date (the "True Up Date")

 -23-






(i) that is the fifth anniversary of the Effective Date either because the initial
five (5) year term of this Agreement expires on such date or this Agreement is properly terminated by Silan for a breach by Sipex, (ii) on
which the earlier termination of this Agreement occurs (excluding any termination based on Sipex's breach of the Equipment Sale
Agreement) for a breach by Silan, Silan shall, within thirty (30) days of the True Up Date, remit, in immediately available funds to
Sipex's Designated Account (as defined in Section 4.4 of the Product License Agreement) an amount equal to (i) the difference
between one million five hundred thousand United States Dollars US$1,500,000.00) and (ii) the total aggregate amount of wafer
reductions applied toward Sipex's purchase of Finished Sipex Product pursuant to Section 2.7(b) above.  In the event Sipex has not
delivered the Production Equipment to Silan under the Production Equipment Sale Agreement unless caused by a breach of the
Production Equipment Sale Agreement by Silan, and any wafer price reduction has already been made to Sipex, then Sipex shall
refund such wafer price reduction.


14.2   Suspension of Purchase or Supply
Commitment
.
  Without limiting its termination rights under Article 7 of the Master Agreement or this Agreement, Sipex
shall have the option to suspend in whole or in part its Purchase Commitment under Section 2.3(a) if Silan fails to meet any
requirements under this Agreement including the following:



	Silan fails to manufacture Sipex Products that achieve Product Qualification as determined by Sipex under
Article 3 by the relevant Product Qualification Dates;


	Silan fails to deliver the quantities of Finished Sipex Product ordered under this Agreement by the dates
required under this Agreement;


	A significant proportion of the Finished Sipex Product delivered by Silan to Sipex are defective;
and


	Any other event occurs that would give Sipex a termination right under Article 7 of the Master Agreement
(whether or not Sipex exercises such right).

14.3   Termination
.
  Upon the expiration or any termination of this Agreement, Silan shall
immediately return to Sipex or destroy, at Sipex's option, all Sipex Maskworks and other materials provided by Sipex hereunder or
derived by Silan from such materials.  In addition, Silan shall cease all use of the Sipex Maskworks.

14.4   Termination for Convenience
.
  Either Party may request a termination of this Agreement for convenience by giving the other Party thirty
(30) days written notification of its intent to terminate. The Parties shall, through good faith negotiations, attempt to agree upon the
amount of a payment that the terminating Party will pay for the right to terminate for convenience. During the thirty (30) day period the
Parties shall continue to perform their duties under this Agreement.  If the Parties can not agree on a buy-out number, and the notifying
Party still terminates, the penalty or damages to the terminating party, as the case may, be shall be in accordance with the terms of this
Agreement.






	Master Agreement Terms

This Agreement shall be deemed part of the Master Agreement and governed by the terms and
conditions therein.  In the event of any conflict between the terms and conditions of the Master



 -24-






Agreement and those set forth in this Agreement, the terms and conditions of this Agreement shall control.    




[Remainder of page left intentionally blank, signature blocks appear on next page]



  

  

  

  

  

  

  

  

  

  

  

  


 -25-







IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan have caused their
duly authorized representatives to execute this Agreement.


	

SIPEX CORPORATION


	
 

	

HANGZHOU SILAN INTEGRATED
CIRCUIT CO., LTD. 






	

By: /s/ Ralph Schmitt 


 Name: Ralph Schmitt 


 Title: Chief Executive Officer 


 Date:  February 27, 2006 




	
 

	

By: /s/ Fan Wei-Hong 


 Name: Fan Wei-Hong 


 Title: General Manager 


 Date:  February 27, 2006 













EXHIBIT C-1

SIPEX MASKWORKS & FIXED WAFER PRICE

 

A.Sipex Maskworks.  Sipex shall provide Silan with the mask sets set forth in Schedule C-1(a)
attached hereto. 

B.Fixed Wafer Price.  Subject to the terms of Article 2 of the Agreement, Silan shall invoice
Sipex in the amounts set forth below for the Sipex Products:


	
Process
	
Wafer Size
	
Number of Mask Layers
	
Fixed Wafer Price
	
$/mask Layer adjustment for changes (up or down) in number of Mask Layers

	
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Minimum Wafer Yield.  The Minimum Wafer Probe Yield shall be [+] of the Wafer Probe
Yields set forth in the Schedule C-1(b) attached hereto.    


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.









Schedule C-1(A)

Sipex Maskworks

	
MS#
	
Nikon (Y/N?)
	
Base Die
	
Base Technology
	
Technology Name
	 	
Transfer? (Y/N)

	
Ultratech-based Mask Sets
	 	 	 
	
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______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.






	
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______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -2-






	
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[+]
	
[+]
	
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[+]
	
[+]
	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -3-






	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -4-








Schedule C-1(B)

Wafer Probe Yields



	
 
	
 
	
 
	
	
 

	
Product
	
Product
	
MS #
	
Gross DPW
	
Std Sort Yield

	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
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[+]
	
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[+]
	
[+]
	
[+]




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.







	
 
	
 
	
 
	
	
 

	
Product
	
Product
	
MS #
	
Gross DPW
	
Std Sort Yield

	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
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[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -2-






	
 
	
 
	
 
	
	
 

	
Product
	
Product
	
MS #
	
Gross DPW
	
Std Sort Yield

	
[+]
	
[+]
	
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______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -3-






	
 
	
 
	
 
	
	
 

	
Product
	
Product
	
MS #
	
Gross DPW
	
Std Sort Yield

	
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[+]





______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -4-






	
 
	
 
	
 
	
	
 

	
Product
	
Product
	
MS #
	
Gross DPW
	
Std Sort Yield

	
[+]
	
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______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -5-







EXHIBIT C-2

SPECIFICATIONS

 

Performance requirements for Product acceptance


1.Reliability test acceptance per JEDEC  JESD47D, JESD22, JESD78 

2.E-Test wafer level data per Sipex Stds. 

3.Wafer sort data per Sipex Stds. 

4.Package final test data per Sipex Stds. 

 For testing (2), (3), (4) Sipex will perform product characterization for each mask set and compare statistics to
determine whether the performance of material from Silan fab is within the acceptable variations.

The characterization testing will include 3 temperatures: room, hot and cold per the data sheet
specifications.

The data from units built from Sipex fab will be compared to units built from Silan fab for following statistical
parameters:

1.Mean 

2.Standard Deviation

3.Cpk

Sipex will determine that the performance is acceptable if the Cpks obtained from Silan units are equal to or
better than Cpks obtained from Sipex material. For those Cpks that are worse, Sipex will evaluate the data to determine whether the
values are acceptable or not. For those distributions that are not normal, mean and range will be used to determine acceptance.

For any product that has inferior performance compared to Sipex material, root cause will be determined and
corrective action for improvement will be identified prior to acceptance. Sipex will assist Silan engineers in determining the root
cause.








EXHIBIT C-3



PRODUCT QUALIFICATION PROCEDURES AND PRODUCT QUALIFICATION DATES



A.Product Qualification Procedures:


	
B.
	
Product Qualification + Characterization
	
	
	

	
B-1
	
Process
	
# Device Designs  Req'd for Qual Test
	
[+] Req'd Per Device

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
[+]
	
[+]
	
[+]
	

	
	
Total
	
[+]
	
[+]
	

	
B-2
	
Product Electrical Test
	
	
	

	
	
Wafer Sort Test
	
[+]
	
[+]

	
	
Assembly + Final Package Test
	
[+]
	
[+]

	
B-3
	
Qualification Testing
	
Sample size per [+]
	
[+] per Process

	
	
Op Life
	
[+]
	
[+]
	
[+]

	
	
ESD
	
[+]
	
[+]
	

	
	
Temperature Cycle
	
[+]
	
[+]
	
[+]

	
B-4
	
Characterization
	
	
	

	
	
Room, hot, cold test characterization
	
[+]
	
[+]
	

	
	
Applications evaluation
	
[+]
	
[+]
	

	
	
Package Shift Check
	
[+]
	
[+]
	

	
C
	
Product Characterization Only
	
	
	

	
	
	
[+]
	
[+]

	
	
All processes
	
[+]
	
[+]
	

	
	
Total
	
[+]
	
[+]
	

	
	
Testing
	
	
	

	
	
Wafer Sort Test
	
[+]
	
[+]

	
	
Assembly + Final Package Test
	
[+]
	
[+]

	
	
Room test, hot , cold characterization
	
[+]
	
[+]

	
	
	
	
	




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.







B.Product Qualification Dates:

 

1.[+]:  [+],
2006

2.[+]:  [+], 2006

3.[+]:  [+], 2006

4.[+]:  [+], 2006

5.[+]:  [+], 2006

6.[+]:  [+], 2006

7.[+]:  [+], 2006

8.[+]:  [+], 2006



______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -2-







EXHIBIT C-4



ACCEPTANCE CRITERIA



 

To be agreed upon by the Program Coordinators















EXHIBIT C-5



SIPEX PRODUCT PRICES TO SILAN



TO BE AGREED UPON BY THE PROGRAM COORDINATORS FOLLOWING 

EXECUTION OF THE AGREEMENT














EXHIBIT C-6



RAMP FACTOR





 -2-






	
Production Ramp For Silan
	
	
	
	
	
	
	

	
	
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
Total

	
 
	
[+]
	
[+]
	
[+]
	
 
	
 
	
 
	
 

	
 
	
[+]
	
 
	
[+]
	
[+]
	
[+]
	
[+]
	
 

	
[+]Production Ramp Monthly Wafers Out, [+]
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
[+]
	
Silan
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]
	
[+]

	
	
	
	
	
	
	
	

	
	
	
	
	
	
	
	

	
Ramp rate of increase may be exceeded if Silan is capable.
	
	
	
	
	









______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -3-










EXHIBIT D

TO THE MASTER AGREEMENT

BETWEEN SIPEX and SILAN IC and SILAN MICRO

 

==================================================================

 

 

PRODUCT LICENSE AGREEMENT

BETWEEN

SIPEX CORPORATION

AND

HANGZHOU SILAN MICROELECTRONICS CO., LTD.

 

 

DATED AS OF FEBRUARY 27, 2006

 

==================================================================








TABLE OF CONTENTS



	
 	
Page
	
 1.  Definitions	
1
	
 	
 
	
       1.1  Defined Terms	
1
	
       1.2  Rules of Construction	
3
	
 	
 
	
 2.  Sipex Product Technology	
3
	
 	
 
	
       2.1  Delivery	
3
	
       2.2  Ownership	
4
	
 	
 
	
 3.  Licenses and Intellectual Property Rights	
4
	
 	
 
	
       3.1  Product License	
4
	
       3.2  Sales for Fair Market Value and Royalty Calculation	
4
	
       3.3  Additional Licensed Products	
5
	
       3.4  Exclusivity	
5
	
       3.5  Sublicense	
5
	
       3.6  License Restrictions	
6
	
       3.7  Design IP Claim Indemnification	
6
	
       3.8  Improvements	
8
	
       3.9  Ownership and No Other Rights	
8
	
       3.10  Third Party Rights	
8
	
       3.11  Marketing Material Approval	
9
	
 	
 
	
 4.  Royalty and Royalty Payments	
9
	
 	
 
	
       4.1  Product Royalty	
9
	
       4.2  Royalty Report	
9
	
       4.3  Taxes	
10
	
       4.4  Payment Terms	
11
	
       4.5  Audit	
11
	
 	
 
	
 5.  Representations and Warranties	
11
	
 	
 
	
       5.1  Sipex	
11
	
       5.2  Silan Micro	
12
	
       5.3  Disclaimer	
12
	
 	
 
	
 6.  Term and Termination	
12
	
 	
 
	
       6.1  Term	
12
	
       6.2  Termination	
12
	
 	
 
	
 7.  Master Agreement Terms	
13



 - i -






Product License Agreement

 

This Product License Agreement, including the Exhibits hereto (this "Agreement"), is entered into
as of February 27, 2006 (the "Effective Date") by and between Sipex Corporation, a Delaware corporation with its principal
place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. ("Sipex") and Hangzhou Silan Microelectronics Co.,
Ltd., a China limited liability company with its principal place of business at No. 4 Huang Gu Shan Road, Hangzhou, People's Republic
of China: Postcode: 310012 ("Silan Micro", together with Sipex, referred to individually as a "Party" and collectively as
the "Parties"). 

RECITALS

WHEREAS, Sipex is entering into a series of transactions with Silan Micro and Silan IC (sometime referred
to herein together as "Silan") related to the transactions contemplated by this Agreement for, among other things, the transfer
and licensing of semiconductor processes and designs from Sipex to Silan Micro, the sale of equipment to Silan IC, and the supply of
products from Silan IC to Sipex; 

WHEREAS, Silan is engaged in the business of, among other things, operating a semiconductor
foundry in China;

WHEREAS, Silan IC and Sipex are parties to that certain Wafer Supply Agreement of even date hereof
(the "Wafer Supply Agreement") pursuant to which Silan IC will manufacture and supply, and Sipex with purchase,
semiconductor wafers based on certain of Sipex's maskworks and other product technology; and

WHEREAS, Silan Micro desires a license to further use such maskworks and other product technology
of Sipex to make semiconductor devices for itself and for sale to third parties and Sipex is willing to grant such a license to Silan Micro,
in each case pursuant to the terms and condition of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,
the Parties, intending to be legally bound, hereby agree as follows:



	Definitions

1.1   Defined Terms
.
  For purposes of this Agreement, the following words, terms and phrases shall have the meanings
assigned to them in this Article 1 unless specifically otherwise provided herein. Any initially capitalized words, terms and phrases not so
herein defined shall have the meaning assigned to such term in the Master Agreement between the Parties of even date herewith (the
"Master Agreement"). 









	"Adjusted Wafer Price"

means the product of (i) the Fixed Wafer Price (as set forth in Exhibit C-1 of the Wafer
Supply Agreement) for the relevant Sipex Product that is the same, or most nearly the same, as the Licensed Product (i.e., the
Fixed Wafer Price that Sipex would pay to Silan for such Sipex Product but without taking into account any permitted offsets, reductions
or discounts to which Sipex is entitled) multiplied by (ii) the Wafer Discount. The Fixed Wafer Price on which the Adjusted
Wafer Price is based excludes VAT and other similar applicable business taxes and fees. 


	"Design IP Claim"

means any Action brought by a third party (other than any Affiliate of either Party or any entity under either
Party's control) in Greater China based on Silan's sale of a Licensed Product in Greater China alleging that any design, as originally
provided by Sipex to Silan, of a Licensed Product infringes and/or misappropriates the Intellectual Property Rights of a third party. 


	"Die Price"

means for each Licensed Product sold in die form (A) the Adjusted Wafer Price divided by
(B) the Minimum Wafer Yield (as set forth in Exhibit C-1 of the Wafer Supply Agreement). The Adjusted Wafer
Price on which the Die Price is based excludes VAT and other similar applicable business taxes and fees.


	"Gross Profit"

means the (A) the Silan Sales Price minus (B) the Manufacturing Costs. 


	"Intellectual Property Rights"

has the meaning ascribed to such term in Section 1.1(a) of the PTTLA.


	"Manufacturing Costs"

means, per die of Licensed Product, the sum of: (A) the Die Price; (B) the Test Cost; (C) the
Packaging Cost; (D) the Silan Sales Cost; (E) backside grinding costs; and (F) backside metal costs. If Silan's sale of a Licensed
Product is in the form of Wafers, the Manufacturing Costs shall mean the sum of: (A) the Adjusted Wafer Price; (B) the
Test Cost; (C) the Silan Sales Cost; (D) backside grinding costs; and (E) backside metal costs. Any cost paid to a third party,
including Testing Costs and Packaging Costs, will only be used in the calculation of Manufacturing Costs if it is fully and accurately
documented and capable of being audited in accordance with Section 4.5 below and it is paid in an arm's length market
transaction.


	"Licensed Products"

means those semiconductor devices set forth in Exhibit A-1 attached hereto manufactured by
Silan Micro using the Sipex Maskworks and other Sipex Product Technology that are sold in wafer, die or packaged form as part of a
Silan Micro product, excluding in all cases any Sipex Product.


	"Packaging Cost"

means the actual price paid by Silan to a third party for packaging a die of Licensed Product for sale by Silan. If
Silan sells Licensed Products as unpackaged Wafers, the Packaging Cost for purposes of the Manufacturing Costs calculation above
shall be zero.


 -2-







	"Royalty Period" means each consecutive period of two consecutive calendar months. The first
Royalty Period shall commence on the first day of the month in which Royalties first accrue in accordance with Section 4.2 and end on
the last day of the month following such month; thereafter the Royalty Period shall be each consecutive two calendar month period after
such first Royalty Period regardless of whether Royalties accrue in accordance with Section 4.2 in such period.


	"Silan Sales Cost"

means four percent (4%) of the Silan Sales Price.


	"Silan Sales Price"

means Silan's invoice price (excluding any VAT, and other similar applicable taxes and fees actually paid to the
relevant taxing authorities) to its customers for the Licensed Products.


	"Sipex Maskworks"

has the meaning ascribed to such term in Section 1.1(z) of the Wafer Supply Agreement. 


	"Sipex Product Technology"

has the meaning ascribed to such term in Section 1.1(dd) of the Wafer Supply Agreement. 


	"Term"

means the period during which this Agreement is in effect, as more specifically set forth in Article 6 of this
Agreement.


	"Testing Cost"

means the actual die cost of testing a Licensed Product Wafer based on the Die Yield Number for such Wafer;
such cost for the purposes of the Manufacturing Costs calculation above shall not exceed two United States cents (US$0.02) per die. If
the Licensed Products are sold as Wafers the test cost shall equal the actual wafer test cost but shall not exceed two United States
cents (US$0.02) per die. 


	"Wafer Discount"

means a number equal to 0.85. 


1.2   Rules of Construction
.
  The rules of Interpretation set forth in Section 1.2 of the Master Agreement are incorporated
herein by this reference.



	Sipex Product Technology

2.1   Delivery
.
  The Sipex Product Technology shall be delivered pursuant to and in accordance with the terms of
Article 2 of the Wafer Supply Agreement. 


2.2   Ownership
.
  Notwithstanding the delivery of any Sipex Maskwork to Silan Micro, all such Maskworks shall
remain the sole and exclusive property of Sipex. Silan Micro shall be liable for any and all damage, risk of loss of the Sipex Maskworks
while in the possession of Silan Micro, including the cost of replacing any lost or damaged Sipex Maskworks. Silan Micro shall
adequately insure the Sipex Maskworks against any such damage and risk of loss. In no event



 -3-






shall Silan Micro make any copies of
any Sipex Maskworks without Sipex's prior written consent, any such reproduced Sipex Maskworks will remain the property of Sipex.






	Licenses and Intellectual Property Rights

3.1   Product License
.
  Subject to the terms and conditions hereof, Sipex hereby grants to Silan Micro a personal, royalty-bearing,
internal, non-transferable, non-sublicensable (except as set forth in Section 3.5 below), license under Sipex's Intellectual
Property Rights in and to the Sipex Product Technology to:



	make (but not have made), in each case solely at the Silan Facility, Licensed Products; 


	sell and offer for sale Licensed Products, and
deliver such Licensed Products solely to customers in Greater China for end use in products solely for sale and use in Greater
China; 


	make a reasonable number of copies of the Sipex Product Technology, other than the Sipex Maskworks,
as necessary to exercise the license above and to test the Licensed Products; and


	Subject to Sipex's prior written approval in accordance with
Section 3.11 to use, copy and distribute certain non-confidential Sipex documents in connection with the marketing and sale by
Silan of Licensed Products.

3.2   Sales for Fair Market Value and Royalty
Calculation
.
  Sipex shall notify Silan in writing of any disagreement or dispute of Silan's calculation of the fair
market value used in determining the Royalty payment in any Royalty Report within sixty (60) days after receipt of the relevant Royalty
Report. If no such notification is sent to Silan within such sixty (60) day period, the Silan Sales Price charged by Silan to its customers
for such sales shall be deemed to the fair market value of the relevant Licensed Product. If such notification is sent to Silan within such
sixty (60) day period, Sipex shall be required to notify Silan, within thirty (30) days of sending such notification, that it intends to conduct
an audit under Section 4.5 below with respect to such fair market value calculation. For avoidance of doubt, Sipex's failure to either (i)
deliver a notification of disagreement or dispute of the Silan Sales Price to Silan within sixty (60) days of receipt of a Royalty Report or
(ii) notify Silan in writing of Sipex's desire to conduct an audit of the Silan Sale's Price within thirty (30) days of Sipex's notification of
disagreement or dispute of the Silan Sales Price shall, in each case, be deemed a waiver by Sipex of its right to later dispute and/or
audit such Silan Sales Price in such Royalty Report with respect to its fair market value.


3.3   Additional Licensed Products
.
  Upon Silan Micro's reasonable request, not to be made more than once per annual period, Sipex
shall discuss with Silan Micro revising the list of Licensed Products that Silan Micro is authorized to manufacture and sell pursuant to
this Agreement.




 -4-






In addition to the foregoing, upon Silan Micro's reasonable request, not to be made until all Sipex Products under the
Wafer Supply Agreement have achieved Product Qualification, Sipex shall discuss with Silan Micro the terms and conditions of Sipex's
grant of a license to Silan to make derivative works, modifications, or improvements to the Maskworks and other design information
underlying each Licensed Product. 


3.4   Exclusivity
.
  During the term of this Agreement, Sipex shall not license any other company in [+] to [+]; provided that such exclusivity shall cease, and
Sipex shall be free to grant a license to any company to manufacture Licensed Products (or any other product) [+] upon the
occurrence of any of the following events: (i) Silan fails to achieve all of the required Process Qualifications and Product
Qualifications by the times specified in the PTTLA and the Wafer Supply Agreement, respectively; (ii) a claim is brought or
threatened by a third party alleging that the manufacture of Sipex Products by Silan infringes a third party's Intellectual Property Rights;
(iii) Silan fails to manufacture and deliver in the times specified to Sipex the Sipex Products strictly in accordance with the terms
of the Wafer Supply Agreement including all warranties thereunder; (iv) any event occurs (including as a result of any act of a
Governmental Authority) which is reasonably likely to result in Silan being unable to satisfy its obligations under this Agreement or any
of the other Transaction Agreements; (v) Silan does not install and maintain at least the minimum supply capacity required under
Section 2.3 of the Wafer Supply Agreement; (vi) Silan materially breaches any term of this Agreement or any term of any
of the other Transaction Agreements; (vii) the Parties are unable to reach agreement as to the Fixed Wafer Price in accordance
with Section 2.7(c) of the Wafer Supply Agreement; or (viii) an Operational Failure occurs as described in
Section 3.4 of the Master Agreement. 


3.5   Sublicense
.
  Subject to the terms and conditions hereof, Silan Micro may sublicense the rights granted under
Section 3.1 above to Silan IC only for so long as Silan IC remains an Affiliate of Silan Micro ("Sublicense"). Any
Sublicense shall automatically and immediately terminate upon the earlier of (i) the expiration or termination of this Agreement
and (ii) Silan IC ceasing to be an Affiliate of Silan Micro. In the event of a grant of a Sublicense, such Sublicense shall be subject
to all the terms and conditions of this Agreement and references to Silan Micro in this Agreement shall be deemed references to Silan
IC for purposes of such Sublicense. Silan Micro will indemnify Sipex in accordance with Article 6 of the Master Agreement for any
Liabilities suffered, or incurred, by Sipex as a result of the acts or omissions of Silan IC in the exercise of the foregoing Sublicense.


3.6   License Restrictions
.
  The license under Section 3.1 does not grant Silan any right to and Silan shall not, either
directly or indirectly, engage in any sales of Licensed Products to, or license or authorize the use of any Licensed Products by, third
parties outside of Greater China.




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -5-






Prior to making any sales of Licensed Products in Greater China, Silan shall inform its customers in
writing that the Licensed Products are only to be used in end products that are exclusively sold and used in Greater China and that no
Licensed Product may be exported, either on a stand-alone basis or as a part of any end product, outside of Greater China. In the event
that Silan becomes aware that a purchaser of Licensed Products from it is selling, or likely to sell Licensed Products for use outside
Greater China, Silan shall use its best efforts to cause its customer to cease such sales or use. Such efforts by Silan shall include not
making any further sales to such customer. Without limiting Silan's obligations under this Section 3.6 and Section 3.10, the Parties
agree that the sale or use of Licensed Products by a Silan customer outside of Greater China shall not by itself constitute a breach by
Silan of this Agreement. 


3.7   Design IP Claim Indemnification
.



	Design IP Claim. 


	Sipex as Sole Defendant. In the event a Design IP Claim is brought solely against Sipex, Sipex shall conduct the defense
of such Design IP Claim, provided that Silan shall indemnify Sipex in accordance with Article 6 of the Master Agreement for any
Liabilities incurred by Sipex as a result of such Design IP Claim that are in excess of the amount of Royalties received by Sipex based
on the sale of the Licensed Product by Silan that were manufactured by Silan using the design that is the subject of such Design IP
Claim. 
	Silan as sole Indemnitee or Silan and Sipex as Co-Defendants. In the event that a Design
IP Claim is brought either (i) solely against Silan or (ii) jointly against Silan and Sipex as co-defendants, Silan shall conduct the defense
of such Claim and Sipex shall indemnify Silan Micro for any Liabilities in accordance with Article 6 of the Master Agreement incurred in
connection with such Design IP Claim up to the amounts of Royalties received by Sipex based on the sale of the Licensed Product by
Silan that were manufactured by Silan using the design that is the subject of such Design IP Claim. 


	Exclusions. Sipex shall have no Liability for any Design IP Claim arising out of (i) any
derivative works, modifications, or improvements made other than by Sipex to either the Sipex Maskwork(s) or any other design
information provided by Sipex to Silan with respect to any Licensed Product; (ii) the combination of a Licensed Product with any other
product or device, or (iii) the sale or use of Licensed Products outside of Greater China.


	Royalty Indemnity Amounts. In the event Sipex incurs any
indemnity Liabilities with respect to any Process IP Claim brought under the Process Technology Transfer and License Agreement,
Sipex's indemnity obligations under Section 3.7(a) above with respect to the same Licensed Product shall be reduced by an amount
equal to Sipex's indemnity Liabilities with respect to any such Process IP Claim, such that Sipex's total aggregate indemnity Liability
with respect to any Licensed Product shall not exceed the amount of Royalties received by Sipex for such Licensed
Product.

 -6-







	SECTION 3.7(a) ABOVE STATES SIPEX'S SOLE AND EXCLUSIVE OBLIGATION AND SILAN'S SOLE
AND EXCLUSIVE REMEDY FOR ANY DESIGN IP CLAIMS. 


	SUBJECT TO SECTION 3.7(c) ABOVE, SIPEX'S TOTAL AGGREGATE LIABILITY UNDER THIS
AGREEMENT WITH RESPECT TO ANY DESIGN IP CLAIM, UNDER SECTIONS 3.7(a), OR ANY CLAIM ARISING FROM A BREACH
BY SIPEX OF SECTION 3.10(b) SHALL BE LIMITED TO THE AMOUNT OF ROYALTIES RECEIVED BY SIPEX, AND SUBJECT TO
SECTION 3.7(g), EARNED, FOR THE LICENSED PRODUCT THAT IS THE SUBJECT OF SUCH CLAIM ("ROYALTY LIABILITY
AMOUNT"). UPON SIPEX HAVING EXPENDED AN AMOUNT EQUAL TO THE ROYALTY LIABILITY AMOUNT IN
CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, SIPEX SHALL HAVE NO FURTHER OBLIGATION
WITH RESPECT TO SUCH CLAIM AND SIPEX MAY TRANSFER THE DEFENSE OF ANY SUCH CLAIM TO SILAN MICRO.
SUBJECT TO SECTION 3.7(c) ABOVE, SIPEX'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT
EXCEED THE TOTAL AMOUNT OF ROYALTIES RECEIVED UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS OF
LIABILITY SHALL NOT APPLY TO SIPEX'S WILLFUL BREACH OF SECTION 5.1(c) BELOW.


	In the event that an Design IP Claim arises with respect to a Licensed Product, the Parties agree to discuss
whether Silan shall discontinue the manufacture of the relevant Licensed Product; provided that, Sipex shall have the right to
terminate, upon written notice and without Liability for such termination, the license to Silan Micro granted in Section 3.1 with
respect to such Licensed Product and upon such termination Silan shall cease further manufacture of such Licensed Product.


	For purposes of determining the Royalty Liability Amount, Royalties earned
but not yet received by Sipex will only be used to offset payments otherwise due from Sipex under Section 3.7(a)(ii)
above.

 -7-





3.8   Improvements
.



	Subject to Sipex's underlying rights (including all Intellectual Property Rights) therein and thereto, as
between Sipex and Silan Micro, Silan Micro shall, subject to Section 3.1(b) above, own all right, title and interest (including
Intellectual Property Rights) in and to any permitted derivative works, modifications, or improvements ("Technology
Improvements") to any Sipex Product Technology (other than any Maskworks or design information provided by Sipex with respect
to any Licensed Product) provided or disclosed by Sipex to Silan Micro under this Agreement or the Wafer Supply Agreement that are
created exclusively by Silan Micro, provided that this Section 3.8 does not, by way of implication, estoppel or otherwise, grant
Silan Micro any license or right of use or freedom to operate or any immunity under any of Sipex's Intellectual Property Rights that may
be required or useful to use, implement or otherwise exploit any such Technology Improvements and that any license with respect to
such underlying rights of Sipex shall be solely and exclusively as agreed to between the Parties. 


	During the term of this Agreement, Silan Micro shall disclose to Sipex in writing and on a regular basis (but
in no event less than twice per year) any material Technology Improvements made by Silan Micro. 


	Following such disclosure Sipex shall have thirty (30) days to notify Silan Micro if Sipex wishes to license
such Technology Improvements. If the Sipex notifies Silan Micro that it wishes to license such Technology Improvements, the Parties
shall promptly negotiate in good faith a license from Silan to Sipex on reasonable terms and conditions. 

3.9   Ownership and No Other
Rights
.
  Except for the limited rights and licenses granted by one Party to the other as set forth in this
Article 3 each Party hereby retains all of its right, title and interest in and to all of its Intellectual Property Rights and neither Party shall
be deemed to have granted, whether by implication, estoppel or otherwise, any other right or license to its Intellectual Property Rights,
including, but not limited to any of Sipex's Intellectual Property Rights with respect to the packaging or testing of any semiconductor
devices. 


3.10   Third Party Rights
.



	Notwithstanding the grant of the license hereunder, and without limiting Sipex's obligations under Section
3.7, Silan Micro understands and agrees that the manufacture, use or sale of Licensed Products and Silan's use of the Sipex
Maskworks and other Sipex Product Technology to manufacture, use and sell Licensed Products may require Silan Micro to obtain a
license to the Intellectual Property Rights of third parties ("Third Party Rights") and to make third party royalty payments. Silan
shall be solely and entirely responsible for obtaining any and all such licenses or rights and making such payments. To the extent that
the use of the Sipex Maskworks or other Sipex Process Technology to make Licensed Products or the manufacture of Licensed
Products, or the use or sale of Licensed Products, outside Greater China, results in any claim against, or Liability of, Sipex with respect
to such Third Party Rights, Silan shall be solely


 -8-






responsible for any and all such claims or Liability and shall indemnify Sipex, in
accordance with Article 6 of the Master Agreement, for any Liabilities suffered or incurred by Sipex as a result thereof. 



	To Sipex's knowledge as of the date hereof, (i) provided the Licensed Products are manufactured in the
Silan Facility and Licensed Products are sold and used exclusively within Greater China and Silan has fully abided by the terms set
forth in this Agreement, no royalties with respect to patents of third parties with whom Sipex has an agreement will be payable by Silan
to such third parties for the exercise of the license granted under Section 3.1 above and (ii) the design of the Licensed Product
does not infringe and/ or misappropriate any Intellectual Property Rights of a third party in Greater China provided the Licensed
Products are manufactured, sold and used exclusively within Greater China. In no event shall the foregoing be construed as a
representation or warranty that the manufacture of Licensed Products or sale or use of Licensed Products will not infringe the
Intellectual Property Rights of a third party. 

3.11   Marketing Material
Approval
.
  Silan Micro shall submit to Sipex copies of any marketing materials it wishes to distribute in
accordance with Section 3.1(d). Sipex shall review such materials and inform Silan Micro in writing whether it approves or disapproves
the distribution such materials, including whether its approval is contingent on any changes being made to such materials, within ten
(10) business days of receiving such materials. Sipex shall not unreasonably withhold its approval. If Sipex fails to respond to such
Silan Micro request for approval within ten (10) business days of receiving such materials, then such materials shall be deemed
approved by Sipex. Silan Micro shall provide Sipex with an English translation of any materials submitted for approval.




	Royalty and Royalty Payments

4.1   Product Royalty
.
  Silan Micro shall pay Sipex for each Licensed Product sold an amount (the "Royalty")
equal to the greater of: (A) [+] percent
[+]%) of the [+] or (B) [+] percent [+]%) of the [+].


4.2   Royalty Report
.
  Within fifteen (15) days after the end of each Royalty Period, commencing with the Royalty Period
that Silan Micro first sells any Licensed Product, Silan Micro shall furnish to Sipex a written report which identifies (i) the relevant
Licensed Product; (ii) the number of such Licensed Product manufactured and sold by Silan Micro during such Royalty Period;
(iii) the Royalty owed with respect to such Licensed Product, including the basis and data used to calculate such Royalty owed
("Royalty Report"). 




______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.


 -9-





4.3   Taxes
.
  In addition to Royalty Withholding Taxes (as
defined below) and Royalty Business Taxes (as defined below) for which Sipex shall be liable for as set forth under this Section 4.3, all
Royalty payments made hereunder shall include, any other taxes, and duties or other similar amounts
(excluding any Stamp Duties payable by either Party under Section 9.1 of the Master Agreement), however designated ("Royalty
Taxes") applicable to any Royalty payments made hereunder and Sipex shall be solely liable and shall pay for all such Royalty
Taxes. Silan Micro may withhold from Royalty payments to Sipex under this Agreement, any income taxes required to be withheld by
Silan Micro under the applicable laws of China ("Royalty Withholding Taxes"). Silan Micro shall apply
for exemption from business taxes on behalf of Sipex otherwise applicable to the payment of Royalties hereunder ("Royalty
Business Taxes") as set forth and in accordance with Guoshuifa [2005] No. 45 (Issued by MOC/SAT on 3/17/2005) and
CaiShuiZi [1999] No. 273 (November 2, 1999) of the Ministry of Finance and the State Administration of Taxation (the
"Exemption") or any other applicable laws then in effect. Sipex shall pay, and/or Silan may withhold from Royalty payments made
hereunder, the Business Tax applicable to Royalty payments made hereunder. Such Royalty Withholding Taxes and Royalty Business
Taxes shall be timely paid by Silan Micro on behalf of Sipex to the appropriate taxing authorities in China and Silan Micro shall provide
Sipex with official receipts issued by said taxing authority or such other evidence as is reasonably available to establish that such taxes
have been paid within forty five (45) days of Silan Micro's payment of such Royalty Business Taxes and Royalty Withholding Taxes.
Each Party shall cooperate with the other and take all actions reasonably necessary in order to secure a reduction or elimination of
Royalty Withholding Taxes or Royalty Business Taxes pursuant to any income tax treaty or agreement between the United States and
China in accordance with Guoshuifa [2005] No. 45 (Issued by MOC/SAT on 3/17/2005) and CaiShuiZi [1999] No. 273
(November 2, 1999) any other applicable laws then in effect. Failure of Silan to apply for the Exemption shall not be deemed a
material breach of this Agreement. If an Exemption is obtained, Silan shall include any refund or reimbursement of any Royalty
Withholding Taxes, Royalty Business Taxes, or other Royalty Taxes otherwise paid by Sipex or withheld from any Royalty payment, as
part of Silan's next scheduled Royalty payment. Sipex shall pay or reimburse Silan for any costs and expenses incurred by Silan in
applying for and obtaining the Exemption, provided such costs and expenses are approved in advance in writing by Sipex. Prior to
incurring any such costs and expenses, Silan shall provide Sipex with a written notice detailing the source and the amounts of such
costs and expenses. If Sipex fails to notify Silan of its agreement to pay such costs and expenses within ten (10) days of receipt of
Silan's written notice thereof, Sipex shall be deemed to have not approved, and shall not be required to pay or reimburse Silan for, such
amounts. Silan shall not be liable to Sipex for failure to apply for or obtain the Exemption based on Sipex's failure to approve in writing
any such costs and expenses. For avoidance of doubt, in no event shall Silan be deemed in breach of this Agreement for failure to pay
Sipex any Royalty payments under this Agreement during the period that Silan is applying for an Exemption under this Section 4.3 and
none of such Royalty payments shall be subject to any interest payment penalty under Section 4.4. 


4.4   Payment Terms
.
  Silan Micro shall remit all Royalty payments to Sipex for each Royalty Period in immediately
available funds to the account designated by Sipex ("Designated 



 -10-






Account") within thirty (30) days following the end of each
Royalty Period. Silan Micro understands and agrees that time is of the essence with respect to its obligation to remit Royalty payments
hereunder. All payments shall be made in U.S. Dollars. Any sum not paid when due shall bear interest until paid at a rate of 0.5% per
month (6% per annum) or the maximum rate permitted by law, whichever is less.


4.5   Audit
.
  Silan Micro shall, during the term of this Agreement and for a period of five (5) years thereafter,
maintain accurate books and records relating to Royalty payments owed hereunder, including, but not limited to, (i) any and all
documentation necessary to verify the calculation of the Royalties paid and owed under this Agreement and (ii) the fair market value of
the Silan Sales Price. Silan Micro agrees that Sipex may, directly or through an agent, inspect such books and records, and any other
information related to the disposition of Licensed Products, upon no less than five (5) business days' prior written notice to Silan Micro.
In the event that an audit pursuant to Chinese generally accepted accounting principles and related Chinese law reveals an
underpayment to Sipex, Silan Micro will immediately pay the amounts due plus any applicable late fees, and if the underpayment is
three and one half percent (3.5%) or greater for any period audited, including, subject to Section 3.2, due to Silan's sale of Licensed
Product for less than the fair market value thereof, Silan Micro will bear the entire cost of the audit. In the event that no underpayment
equal to or greater than three and one half percent (3.5%) is revealed by an audit, Sipex shall bear the entire cost of the audit. 




	Representations and Warranties

5.1   Sipex
.
  Sipex hereby represents and warrants to Silan Micro as of the Effective Date, that:



	Sipex owns all right title and interest in the embodiments of the Sipex Maskworks and other Sipex Product
Technology delivered to Silan Micro; 


	The license granted under Section 3.1 is to all of Sipex's Intellectual Property Rights in the Sipex
Maskworks and other Sipex Product Technology; and


	There are no known (to Sipex) royalties or claims for Licensed Product sold
into Greater China. 

5.2   Silan Micro
.
  Silan Micro hereby represents and warrants to Sipex as of the Effective Date, that:



	All of the equipment necessary to achieve Product Qualification and to meet each Product Qualification
Date with respect to each Sipex Product has been installed and is operational in the Silan Facility; and 

 -11-







	Silan has the necessary technical expertise and personnel to be trained to achieve Product Qualification
and meet each Product Qualification Date with respect to each Sipex Product in the Silan Facility. 

5.3   Disclaimer
.
  Except as set forth in Section 5.1, Silan accepts and agrees that the Sipex Product Technology
and any other Technology provided hereunder and under any of the other Transaction Agreements, is being provided "as is" and
without warranty of any kind. SIPEX HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE
SIPEX PRODUCT TECHNOLOGY AND ANY OTHER TECHNOLOGY OR SERVICES PROVIDED BY SIPEX TO SILAN
HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. Sipex makes no
warranty that Silan Micro will be able to achieve Product Qualification or to successfully use any of the Sipex Maskworks or any other
Sipex Product Technology or to manufacture any products. In the event that Sipex incurs any Liability to any third party as a result of
Silan's use the Sipex Maskworks or other Sipex Product Technology or the sale or use of any Licensed Product (including with respect
to defective products or products liability), except to the extent that Sipex has an indemnity obligation to Silan pursuant to
Section 3.7, Silan shall indemnify Sipex against such Liability in accordance with Article 6 of the Master Agreement. 




	Term and Termination

6.1   Term
.
  The term of this Agreement shall commence on the Effective Date and shall continue in full force
and effect unless terminated in accordance with Article 7 of the Master Agreement or Section 6.2 hereof. The following provisions
of this Agreement shall survive termination or the expiration of the term of this Agreement: Sections: 3.8, 3.9 and 3.10; Articles 1, 4 and
7.


6.2   Termination
.



	This Agreement and all rights and licenses granted by Sipex to Silan Micro hereunder may, notwithstanding
anything to the contrary set forth herein or the Master Agreement, be terminated by Sipex upon thirty (30) days' written notice to Silan
Micro of a material breach by Silan Micro of any term hereof or of any other Transaction Agreement providing for the termination of this
Agreement for a Silan Micro breach, unless Silan Micro has cured such breach prior to the end of such thirty (30) day period. Upon
such termination, (i) Sipex shall immediately return to Silan Micro or destroy, at Silan Micro's option, and shall cease to use, all Silan
Micro Confidential Information, Technology and other materials provided by Silan Micro hereunder and (ii) Silan Micro shall immediately
return to Sipex or destroy, at Sipex's option, and shall cease to use, all Sipex Confidential Information, Technology and other materials
provided by Sipex hereunder or derived by Silan Micro from such materials. In addition, Silan Micro shall cease all use of the Sipex
Product Technology; except as may be permitted under the Wafer Supply

 -12-






Agreement, provided that Silan Micro may sell Licensed
Products that have been manufactured prior to such termination.



	Notwithstanding anything to the contrary set forth herein or the Master Agreement, this Agreement may be
terminated by Silan Micro upon thirty (30) days' written notice to Sipex of a material breach by Sipex hereof or of any other Transaction
Agreement providing for the termination of this Agreement for a Sipex breach, unless Sipex has cured such breach prior to the end of
such thirty day period. Upon such termination, (i) Sipex shall immediately return to
Silan Micro or destroy, at Silan Micro's option, and shall cease to use, all Silan Micro Confidential Information, Technology and other
materials provided by Silan Micro hereunder and (ii) Silan Micro shall immediately return to Sipex or destroy, at Sipex's option, and
shall cease to use, all Sipex Confidential Information, Technology and other materials provided by Sipex hereunder or derived by Silan
Micro from such materials. In addition, Silan Micro shall cease all use of the Sipex Product Technology; except as may be
permitted under the Wafer Supply Agreement, provided that Silan Micro may sell Licensed Products that have been manufactured prior
to such termination.

	Master Agreement Terms

This Agreement shall be deemed part of the Master Agreement and governed by the terms and conditions
therein. In the event of any conflict between the terms and conditions of the Master Agreement and those set forth in this Agreement,
the terms and conditions of this Agreement shall control.





[Remainder of page left intentionally blank, signature blocks appear on next page]



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IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan Micro have caused
their duly authorized representatives to execute this Agreement.


	

SIPEX CORPORATION


	
 

	

HANGZHOU SILAN INTEGRATED
CIRCUIT CO., LTD. 






	

By: /s/ Ralph Schmitt 


 Name: Ralph Schmitt 


 Title: Chief Executive Officer 


 Date:  February 26, 2006 




	
 

	

By: /s/ Chen Xiang Dong 


 Name: Chen Xiang Dong 


 Title: President 


 Date:  February 27, 2006 















EXHIBIT D-1

Licensed Products

[+]


*********


______________


[+]  
Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17
CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.