q308exhibit10-51.htm


    
      
        EXHIBIT
10.51

         
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT

      


      NTC/MICRON
CONFIDENTIAL

      
         

        

          
 

      

      MASTER
AGREEMENT

       

      


       

      BY
AND BETWEEN

       

      


       

      NANYA
TECHNOLOGY CORPORATION

       

      


       

      AND

       

      


       

      MICRON
TECHNOLOGY, INC.

       

      


       

      April 21,
2008

      
        
 

      
        


      


      
        
          
             

             
Master Agreement

            DLI-6194558v3


          

           


        

        
           


          
            

          

        

        
           


          
            NTC/MICRON
CONFIDENTIAL

            


          

        

      


      MASTER
AGREEMENT

       

      This
MASTER AGREEMENT, dated
as of the 21st day of April, 2008, is entered into by and between Nanya
Technology Corporation (Nanya Technology Corporation
[Translation from Chinese]) (hereinafter “NTC”), a company incorporated
under the laws of the Republic of China (“ROC” or “Taiwan”), and Micron
Technology, Inc. (hereinafter “Micron”), a Delaware
corporation.

       

      RECITALS

       

      A.           Micron
currently designs and manufactures Stack DRAM Products and develops Process
Technology therefor.  NTC and Micron (the “Parties”) desire to engage in
joint development and optimization of Process Technology for Process Nodes of 68
nm, 50 nm and other dimensions and joint development of Stack DRAM Designs for
Stack DRAM Products to be manufactured on such Process Nodes, as the Parties may
agree in the JDP Agreement. To effectuate their desires, Micron will transfer to
NTC Background IP and license NTC thereunder for the design, development and
manufacture of certain Stack DRAM Products.  Micron and NTC will also
transfer each other Foundational Know-How and license each other thereunder for
the design, development and manufacture of certain Stack DRAM
Products.

      


      B.           The
Parties also intend to jointly invest in MeiYa Technology Corporation (MeiYa Technology Corporation
[Translation from Chinese]), a company to be incorporated
under the laws of the ROC (the “Joint Venture Company”), and
transfer to the Joint Venture Company Background IP, the Parties’ respective
Foundational Know-How and JDP Work Product to enable the Joint Venture Company
to manufacture Stack DRAM Products and sell such Stack DRAM Products exclusively
to the Parties.

      


      C.           The
Parties desire to enter into various agreements with the Joint Venture Company,
and with each other, to set forth the ongoing governance and operating
relationships among the Parties and the Joint Venture Company relating to the
business of the Joint Venture Company, all as contemplated by this
Agreement.

      


      NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties intending to be legally bound do hereby agree as follows:

      


      ARTICLE
1.

      DEFINITIONS;
INTERPRETATION 

       

      1.1          Definitions.  In
addition to the terms defined elsewhere in this Agreement, capitalized terms
used in this Agreement shall have the respective meanings set forth
below:

       

      “Affiliate” means, with respect
to any specified Person, any other Person that, directly or indirectly,
including through one or more intermediaries, controls, is controlled by, or is
under common control with such specified Person; and the term “affiliated” has a meaning
correlative to the foregoing..

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            
            

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Agreement” means this Master
Agreement.

       

      “Applicable Law” means any
applicable laws, statutes, rules, regulations, ordinances, orders, codes,
arbitration awards, judgments, decrees or other legal requirements of any
Governmental Entity.

       

      “Background IP” means
[***].

       

      “Bilateral Agreements” shall
have the meaning set forth in Section 2.2 of this Agreement.

       

      “Board of Directors” means the
board of directors of the Joint Venture Company.

       

      “Burn-In” means
[***].

       

      “Business Day” means a day that
is not a Saturday, Sunday or other day on which commercial banking institutions
in either the ROC or the State of New York are authorized or required by
Applicable Law to be closed.

       

      “Closing” means the remittance
of the capital contribution to the Joint Venture Company as set forth in Section
2.6 of this Agreement.

       

      “Closing Date” means the date
on which the Closing occurs.  For purposes of this Agreement and the
other agreements and instruments referenced herein, the Closing shall be deemed
to have occurred at 11:59 p.m. in Taipei, Taiwan on such date.

       

      “Commission” means the United
States Securities and Exchange Commission.

       

      “Commodity Stack DRAM Products”
means Stack DRAM Products for system main memory for computing or Mobile
Devices, in each case that are fully compliant with one or more Industry
Standard(s).

       

      “Competition Law” means the
Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended,
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
Federal Trade Commission Act, as amended, and all other Applicable Laws issued
by a Governmental Entity that are designed or intended to prohibit, restrict or
regulate actions having the purpose or effect of monopolization or restraint of
trade or lessening of competition through merger or acquisition.

       

      “Control” (whether or not
capitalized) means the power or authority, whether exercised or not, to direct
the business, management and policies of a Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
which power or authority shall conclusively be presumed to exist upon possession
of beneficial ownership or power to direct the vote of [***] of the votes
entitled to be cast at a meeting of the members, shareholders or other equity
holders of such Person or power to control the composition of a majority of the
board of directors or like governing body of such Person; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 2
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Direct Claim” means any claim,
demand, lawsuit, complaint, cross-complaint or counter-complaint, arbitration,
opposition, cancellation proceeding or other legal or arbitral proceeding of any
nature, brought in any court, tribunal or judicial forum anywhere in the world,
regardless of the manner in which such proceeding is captioned or styled brought
by any Indemnified Party.

       

      “Dispute” means any dispute
between the Parties over a purported breach of this Agreement.

       

      “DRAM Products” means any
stand-alone semiconductor device that is a dynamic random access memory device
and that is designed or developed primarily for the function of storing data, in
die, wafer or package form.

       

      “Employee Restriction Period”
means the period commencing on the date of this Agreement and ending on the date
that is [***] after the later of (i) the sale, exchange, transfer, or disposal
of all of the ordinary shares of the Joint Venture Company owned by one Party
and its Subsidiaries to the other Party, its Affiliates or to a Third Party that
was not in contravention of the Joint Venture Agreement and (ii) the termination
of the JDP Agreement.

       

      “Environmental Laws” means any
and all Applicable Laws in the ROC pertaining to the environment in any and all
jurisdictions in which the Leased Fab is located, including laws pertaining to
the handling of wastes or the use, maintenance and closure of pits and
impoundments, and other environmental conservation or protection
laws.

       

      “Environmental Permits” means
all notices, approvals, permits, licenses or similar authorizations required to
be obtained or filed under any Environmental Laws.

       

      “Exchange Act” means the Securities
Exchange Act of 1934, as amended.

       

      “Fab Lease” means that certain Lease
and License Agreement between NTC, as landlord, and the Joint Venture Company,
as tenant, referred to on Schedule 2.3 of the
Master Agreement Disclosure Letter.

       

      “Foundational Know-How” shall
have the meaning set forth in the JDP Agreement or the Technology Transfer and
License Agreement, as applicable.

       

      “FT” means [***].

       

      “GAAP” means generally accepted
accounting principles, consistently applied for all periods at
issue.

       

      “Governmental Entity” means any governmental
authority or entity, including any agency, board, bureau, commission, court,
municipality, department, subdivision or instrumentality thereof, or any
arbitrator or arbitration panel.

       

      “IMI” means Inotera Memories,
Inc. (Inotera
Memories, Inc. [Translation from Chinese]), a company incorporated under
the laws of the ROC.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 3
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Indemnified Party” shall have
the meaning set forth in Section 6.2(A) of this Agreement.

       

      “Indemnifying Party” shall have
the meaning set forth in Section 6.2(A) of this Agreement.

       

      “Industry Standard” means the
documented technical specifications that set forth the pertinent technical and
operating characteristics of a DRAM Product if such specifications are publicly
available for use by DRAM manufacturers, and if (i) [***].

       

      “Initial Business Plan” means
an initial business plan covering the operations and business planning of the
Joint Venture Company.

       

      “IP Rights” means copyrights,
rights in trade secrets, Mask Work Rights and pending applications or
registrations of any of the foregoing anywhere in the world.  The term
“IP Rights” does not include any Patent Rights or rights in
trademarks.

       

      “JDP Agreement” means that
certain Joint Development Program Agreement between NTC and Micron referred to
on Schedule 2.1
of the Master Agreement Disclosure Letter.

       

      “JDP Committee” means the
committee formed and operated by Micron and NTC to govern the performance of the
Parties under the JDP Agreement in accordance with the JDP Committee
Charter.

       

      “JDP Committee Charter” means
the charter attached as Schedule 2 of the JDP
Agreement.

       

      “JDP Work Product” means
[***].

       

      “Joint Venture Agreement” means that certain Joint
Venture Agreement between NTC and MNL referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter.

       

      “Joint Venture Company” shall
have the meaning set forth in Recital B to this Agreement.

       

      “Joint Venture Company Joinder”
means that certain Joinder of the Joint Venture Company to that certain Mutual
Confidentiality Agreement among NTC, Micron and MNL referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter.

       

      “Joint Venture Documents” means
any or all of this Agreement, the Pre-Existing and Contemporaneously Executed
Agreements, the Bilateral Agreements, the Trilateral Agreements, the NTC
Agreements and the Micron Agreements.

       

      “Leased Fab” means the Property
as that term is defined in the Fab Lease.

       

      “Lien” means any lien,
mortgage, pledge, hypothecation, right of others, claim, security interest,
encumbrance, lease, sublease, license, interest, option, charge or other
restriction or limitation of any nature whatsoever.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 4
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Litigation Side Letter” means
that certain Litigation Side Letter, between NTC and Micron referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter.

       

      “Losses” means any liabilities,
damages, losses, costs and expenses (including reasonable attorneys’ and
consultants’ fees and expenses).

       

      “Mask Work Rights" means rights
under the United States Semiconductor Chip Protection Act of 1984, as amended
from time to time, or under any similar equivalent laws in countries other than
the United States.

       

      “Master Agreement Disclosure
Letter” means that certain Master Agreement Disclosure Letter, between
NTC and Micron, dated as of the date hereof, containing the Schedules required
by the provisions of this Agreement.

       

      “Material Adverse Effect” means
(i) a material adverse effect on the business, results of operations, financial
condition or prospects of the Joint Venture Company, (ii) [***], or (iii)
any act, omission, circumstance, change or effect that causes Losses, or
diminution in the value, of the Joint Venture Company in an amount greater than
$[***].

       

      “Micron” shall have the meaning
set forth in the preamble to this Agreement.

       

      “Micron Agreements” shall have
the meaning set forth in Section 2.4 of this Agreement.

       

      “MNL” means Micron
Semiconductor B.V., a public limited liability company organized under the laws
of the Netherlands.

       

      “Mobile Device” means a
handheld or portable device using as its main memory one or more Stack DRAM
Products that is/are compliant with an Industry Standard [***].

       

      “Mutual Confidentiality
Agreement” means (i) prior to the Closing, that certain Mutual
Confidentiality Agreement among NTC, Micron and MNL referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter, and (ii) following the Closing, that certain
Mutual Confidentiality Agreement among NTC, Micron and MNL referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter, as joined by the Joint Venture Company
through the Joint Venture Company Joinder.

       

      “NDA” means that certain Mutual
Nondisclosure Agreement, dated as of June 21, 2007, by and between NTC and
Micron.

       

      “NTC” shall have the meaning
set forth in the preamble to this Agreement.

       

      “NTC Agreements” shall have the
meaning set forth in Section 2.3 of this Agreement.

       

      “NTC Initial Shares” shall have
the meaning set forth in Section 5.4(G) of this Agreement.

       

      “NT$” means the lawful currency
of the ROC.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 5
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Operation Approvals” means
factory registration, Environmental Permits, business tax registration,
registration of an import and export business and other Governmental Entity
approvals, permits, licenses and authorizations.

       

      “Order” means a preliminary or
permanent injunction, temporary restraining order or other judicial or
administrative order or decree of any Governmental Entity.

       

      "Output Percentage" shall have
the meaning set forth in the Joint Venture Agreement.

       

      “Parties” shall have the
meaning set forth in Recital A to this Agreement.

       

      “Patent Assignment” means that
certain Patent Assignment Agreement between NTC and Micron referred to on Schedule 2.2 of the
Master Agreement Disclosure Letter.

       

      “Patent Rights” means all
rights associated with any and all issued and unexpired patents and pending
patent applications in any country in the world, together with any and all
divisionals, continuations, continuations-in-part, reissues, reexaminations,
extensions, foreign counterparts or equivalents of any of the foregoing,
wherever and whenever existing.

       

      “Person” means any natural
person, corporation, joint stock company, limited liability company,
association, partnership, firm, joint venture, organization, business, trust,
estate or any other entity or organization of any kind or
character.

       

      “Pre-Existing and Contemporaneously
Executed Agreement” shall have the meaning set forth in Section 2.1 of
this Agreement.

       

      “Primary Process Node” means
[***].

       

      “Probe Testing” means testing,
using a wafer test program as set forth in the applicable specifications, of a
wafer that has completed all processing steps deemed necessary to complete the
creation of the desired Stack DRAM integrated circuits in the die on such wafer,
the purpose of which test is to determine how many and which of the die meet the
applicable criteria for such die set forth in the specifications.

       

      “Process Node” means
[***].

       

      “Process Technology” means that
process technology developed before expiration of the Term (as defined in the
JDP Agreement) and utilized in the manufacture of Stack DRAM wafers, including
Probe Testing and technology developed through Product Engineering thereof,
regardless of the form in which any of the foregoing is stored, but excluding
any Patent Rights and any technology, trade secrets or know-how that relate to
and are used in any back-end operations (after Probe Testing).

       

      “Product Engineering” means any
one or more of the engineering activities described on Schedule 7 of the JDP
Agreement as applied to Stack DRAM Products or Stack DRAM Modules.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 6
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Prohibited Employees” shall
have the meaning set forth in Section 4.19 of this Agreement.

       

      “Restricted Employees” shall
have the meaning set forth in Section 4.19 of this Agreement.

       

      “ROC” shall have the meaning
set forth in the preamble to this Agreement.

       

      “ROC Company Law” means the
Company Law of the ROC, promulgated on December 26, 1929, and as last amended on
February 3, 2006. 

       

      “ROC Fair Trade Law” means the
Fair Trade Law of the ROC, promulgated on February 4, 1991, and as last amended
on February 6, 2002. 

       

      “Shareholder” means NTC and MNL
individually, and “Shareholders” means NTC and
MNL collectively.

       

      “Software” means computer
program instruction code, whether in human readable source code form, machine
executable binary form, firmware, scripts, interpretive text, or
otherwise.  The term “Software” does not include databases and other
information stored in electronic form, other than executable instruction codes
or source code that is intended to be compiled into executable instruction
codes.

       

      “SOW” means a statement of the
work that describes research and development work to be performed under JDP
Agreement and that has been adopted by the JDP Committee pursuant to Section 3.2
of the JDP Agreement.

       

      “Stack DRAM” means dynamic
random access memory cell that functions by using a  capacitor arrayed
predominantly above the semiconductor substrate.

       

      “Stack DRAM Designs” means,
with respect to a Stack DRAM Product, the corresponding design components,
materials and information listed on Schedule 3 of the JDP
Agreement or as otherwise determined by the JDP Committee in a SOW.

       

      “Stack DRAM Module” means one
or more Stack DRAM Products in a JEDEC-compliant package or module (whether as
part of a SIMM, DIMM, multi-chip package, memory card or other memory module or
package).

       

      “Stack DRAM Product” means any
memory comprising Stack DRAM, whether in die or wafer form.

       

      “Statute of Investment By Foreign
Nationals” means the Statute of Investment by Foreign Nationals of the
ROC, promulgated on July 14, 1954, and as last amended on November 19,
1997. 

       

      “Subsidiary” means, with
respect to any specified Person, any other Person that, directly or indirectly,
including through one or more intermediaries, is controlled by such specified
Person.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 7
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      “Supply Agreement” means that
certain Supply Agreement among NTC, Micron and the Joint Venture Company
referred to on Schedule 2.5 of the
Master Agreement Disclosure Letter.

       

      “Taiwan” shall have the meaning
set forth in the preamble to this Agreement.

       

      “Taxes” means any federal,
state, local or foreign net income, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise, profits, service, service use, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property,
customs, duties or other type of fiscal levy and all other taxes, governmental
fees, registration fees, assessments or charges of any kind whatsoever, together
with any interest and penalties, additions to tax or additional amounts imposed
or assessed with respect thereto.

       

      “Technology Transfer and License
Agreement” means that certain Technology and Transfer and License
Agreement between NTC and Micron referred to on Schedule 2.1 of the
Master Agreement Disclosure Letter.

       

      “Third Party” means any Person,
other than NTC, Micron, the Joint Venture Company or any of their respective
Subsidiaries.

       

      “Third Party Claim” means any
claim, demand, lawsuit, complaint, cross-complaint or counter-complaint,
arbitration, opposition, cancellation proceeding or other legal or arbitral
proceeding of any nature brought in any court, tribunal or judicial forum
anywhere in the world, regardless of the manner in which such proceeding is
captioned or styled, brought by any Third Party.

       

      “Trilateral Agreements” shall
have the meaning set forth in Section 2.5 of this Agreement.

       

      1.2           
Certain Interpretive
Matters.

       

      (A)         
Unless the context requires otherwise, (1) all references to Sections, Articles,
Exhibits, Appendices or Schedules are to Sections, Articles, Exhibits,
Appendices or Schedules of or to this Agreement, (2) each accounting term not
otherwise defined in this Agreement has the meaning commonly applied to it in
accordance with GAAP, (3) words in the singular include the plural and vice
versa, (4) the term “including” means “including
without limitation,” and (5) the terms “herein,” “hereof,” “hereunder” and words of
similar import shall mean references to this Agreement as a whole and not to any
individual section or portion hereof.  All references to “$” or dollar amounts will be
to lawful currency of the United States of America.  All references to
“day” or “days” mean calendar
days.

       

      (B)          
No provision of this Agreement will be interpreted in favor of, or against,
either Party by reason of the extent to which (1) such Party or its counsel
participated in the drafting thereof, or (2) such provision is inconsistent with
any prior draft of this Agreement or such provision.

       

      ARTICLE
2.

      CONTRACTS
PRIOR TO CLOSING

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 8
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      2.1           
Pre-Existing and
Contemporaneously Executed Contracts Between the Parties and Certain of their
Subsidiaries.  On or prior to the date of this Agreement, the
Parties and certain of their Subsidiaries have entered into the agreements
listed on Schedule
2.1 of the Master Agreement Disclosure Letter (the “Pre-Existing and Contemporaneously
Executed Agreements”).

       

      2.2         
  Contracts
to be Entered into by the Parties.  At the Closing, the Parties
will enter into the agreements listed on Schedule 2.2 of the
Master Agreement Disclosure Letter (the “Bilateral
Agreements”).

       

      2.3      
     Contracts to be Entered into
by NTC and the Joint Venture Company.  At or prior to the
Closing, NTC will enter into, and will cause the Joint Venture Company to enter
into, the agreements listed on Schedule 2.3 of the
Master Agreement Disclosure Letter (the “NTC Agreements”).

       

      2.4         
  Contracts
to be Entered into by Micron and the Joint Venture Company.  At
the Closing, Micron will enter into, and NTC will cause the Joint Venture
Company to enter into, the agreements listed on Schedule 2.4 of the
Master Agreement Disclosure Letter (the “Micron
Agreements”).

       

      2.5       
    Contracts to be Entered into
by the Parties and the Joint Venture Company.  At the Closing,
the Parties will enter into, and NTC will cause the Joint Venture Company to
enter into, the agreements listed on Schedule 2.5 of the
Master Agreement Disclosure Letter (the “Trilateral
Agreements”).

       

      2.6          
 Share
Subscription.  At the Closing, upon the terms and subject to
the conditions set forth in this Agreement, and in reliance upon the
representations, warranties and agreements set forth herein:

       

      (A)           NTC
Contribution.  NTC shall contribute to the Joint Venture
Company, through the subscription of ordinary shares of the Joint Venture
Company, NT$ 1,199,000,000.  The subscription price shall be NT$ 10
per share.

       

      (B)           Micron
Contribution.  Micron shall cause MNL to contribute to the
Joint Venture Company, through the subscription of ordinary shares of the Joint
Venture Company, NT$ 1,200,000,000. The subscription price shall be NT$ 10 per
share.

       

      2.7          
 Assumption of
Liabilities.  Promptly following the Closing, NTC and Micron
shall cause the Joint Venture Company to reimburse NTC for the actual fees and
expenses, not to exceed NT$ 1,000,000, incurred by NTC in connection with the
promotion or incorporation of the Joint Venture Company as contemplated by
Section 5.4(G), which fees and expenses shall not include any capital
contribution to be made by NTC as contemplated by Section 5.4(G)(2) or by the
Joint Venture Agreement.  The Joint Venture Company shall not assume
any liabilities, debts, obligations or duties of either Party of any kind or
nature whatsoever, except to the extent such liabilities, debts, obligations or
duties are expressly assumed by the Joint Venture Company under this Agreement
or another Joint Venture Document.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 9
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      ARTICLE
3.

      REPRESENTATIONS
AND WARRANTIES

       

      3.1         
  NTC
Representations.  NTC represents and warrants to Micron as
follows:

       

      (A)           Corporate Existence and
Power.  NTC is a company incorporated and validly existing
under the laws of the ROC.  NTC has the requisite corporate power and
authority to own, lease and operate its properties that it currently owns,
leases or operates and to carry on its business as now conducted.

       

      (B)           Authorization;
Enforceability.  NTC has the requisite corporate power and
authority to enter into this Agreement and the Joint Venture Documents to which
it is or is intended to be a party and to perform its obligations hereunder and
thereunder.  The execution and delivery by NTC of this Agreement and
the Joint Venture Documents to which it is or is intended to be a party and the
performance by NTC of its obligations contemplated hereby and thereby have been
duly authorized by NTC and do not violate the terms of the articles of
incorporation of NTC.  This Agreement has been, and as of the Closing
the Joint Venture Documents to which NTC is or is intended to be a party will
have been, duly executed and delivered by NTC, and this Agreement constitutes,
and as of the Closing each of the Joint Venture Documents to which NTC is or is
intended to be a party will constitute, the valid and binding agreement of NTC,
enforceable against NTC in accordance with their respective terms, except to the
extent that their enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors’ rights generally.

       

      (C)           Governmental
Authorization.  Except as disclosed in Schedule 3.1(C) of
the Master Agreement Disclosure Letter, the execution, delivery and performance
by NTC of this Agreement and the Joint Venture Documents to which it is or is
intended to be a party will not require any action by or in respect of, or
filing with, any Governmental Entity.

       

      (D)           Non-Contravention;
Consents.  Except as disclosed in Schedule 3.1(D) of
the Master Agreement Disclosure Letter (and subject to the provisions of Section
4.18), the execution, delivery and performance by NTC of this Agreement and the
Joint Venture Documents to which it is or is intended to be a party do not and
will not (1) violate, in any material respect, any Applicable Law or Order, (2)
require any filing with, or permit, consent or approval of, or the giving of any
notice to (including under any right of first refusal or similar provision), any
Person (including filings, consents or approvals required under any agreements,
licenses or leases to which NTC or any of its Affiliates is a party), except
where the failure to obtain such filings, permits, consents, approvals or
notices could not reasonably be expected to have a Material Adverse Effect, (3)
result in a material violation or breach of, conflict with, constitute (with or
without due notice or lapse of time or both) a default under, or give rise to
any right of termination, cancellation or acceleration of any charter document
of or any right or obligation of NTC or any of its Subsidiaries or to a loss of
any benefit to which NTC or any of its Subsidiaries is entitled, or create or
trigger any right of any counterparty, under, any agreement or other instrument
binding upon NTC or any of its Subsidiaries, or (4) result in the creation or
imposition of any Lien (a) on any asset of the Joint Venture Company, (b) on the
ordinary shares of the Joint Venture Company held or to be held by NTC or its
Subsidiaries, or 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 10
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      (c) that
could adversely affect NTC’s ability to perform its obligations under the Joint
Venture Documents.

       

      (E)     
      Litigation.  Except
as disclosed in Schedule 3.1(E) of
the Master Agreement Disclosure Letter or as previously disclosed in NTC’s
annual reports or public filings pursuant to applicable securities laws, there
is no action, suit, arbitration, administrative or other proceeding or
investigation pending or, to NTC’s knowledge, threatened against or affecting
(1) the Leased Fab or (2) NTC or its Affiliates or any of their respective
properties that, if determined or resolved adversely to NTC or its Affiliates,
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

       

      (F)      
     Corporate Existence of the
Joint Venture Company.  As of the Closing, the Joint Venture
Company will have been formed under the laws of the ROC as a
company-limited-by-shares. As of the Closing, the Joint Venture Company will
have been duly incorporated and will be validly existing under the laws of the
ROC.

       

      (G)           NTC Initial
Shares.  Except for the NTC Initial Shares, the ordinary shares
to be issued to NTC and MNL upon the Closing as contemplated by Section 2.6 or
as otherwise contemplated by this Agreement or the Joint Venture Agreement, as
of the Closing, there will be no outstanding securities of the Joint Venture
Company (including outstanding options, warrants, calls, subscriptions, or
commitments by the Joint Venture Company to issue any securities) or outstanding
obligations or commitments of the Joint Venture Company to make any
distributions to its shareholders or to purchase, redeem or retire any
securities, except for NTC’s preemptive right with respect to ordinary shares of
the Joint Venture Company to be issued at the Closing for the subscription of
MNL as contemplated hereunder, which preemptive right has been irrevocably
waived by NTC.  As of the Closing, NTC will own the NTC Initial
Shares, free and clear of all Liens.

       

      (H)           Due
Diligence.  NTC has made available to Micron true, correct and
complete copies of all material documents, due diligence and other information
reasonably requested by or on behalf of Micron in connection with the planning
for, and negotiations with respect to, the Joint Venture Company, its intended
assets, operations and business and the Joint Venture Documents.

       

      (I)    
       Operational Approvals,
Obligations.  As of the date hereof, NTC operates the Leased
Fab with all required material Operational Approvals, and is in compliance with
all material terms thereof and has fulfilled, or is timely fulfilling, all
material obligations to any Governmental Entity or its designee relating
thereto.  To NTC's knowledge as of the date hereof, there are no
conditions, circumstances, facts or events that could prevent the Joint Venture
Company from readily obtaining, in a time and manner consistent with the
presently anticipated ramp of the business of the Joint Venture Company as known
by NTC as of the date hereof, the Operational Approvals that will be required to
operate the business of the Joint Venture Company, including its occupancy and
operation of the Leased Fab, as presently contemplated and as known by NTC as of
the date hereof.

       

      (J)       
    Patent
Licenses.  Neither the execution and delivery of the Joint
Venture Documents nor the grant of rights or the performance of its obligations
by NTC hereunder or 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 11
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      thereunder
will create any obligation on behalf of Micron or the Joint Venture Company or
their respective Subsidiaries under any agreement (including any patent cross
license agreement) between NTC or its Subsidiaries, on the one hand, and a Third
Party, on the other hand.

       

      (K)           Brokerage.  Except
as disclosed in Schedule 3.1(K) of
the Master Agreement Disclosure Letter, NTC has not dealt with any finder,
broker, investment banker or financial advisor in connection with any of the
transactions contemplated by this Agreement or the negotiations looking toward
the consummation of such transactions, and no finder, broker, investment banker
or financial advisor is entitled to any brokerage, finders’ or other fees or
commissions in connection with this Agreement or the negotiation looking toward
the consummation of such transactions, based upon arrangements made by or on
behalf of NTC.

       

      (L)        
   Intellectual
Property.  NTC has the right and authority to transfer and
license its Foundational Know-How to Micron in accordance with the terms of the
Joint Venture Documents.

       

      3.2       
    Micron
Representations.  Micron represents and warrants to NTC as
follows:

       

      (A)           Corporate Existence and
Power.  Micron is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.  MNL is a private
limited liability company duly organized and validly existing under the laws of
the Netherlands.  Micron has the requisite corporate power and
authority to own, lease and operate its properties that it currently owns,
leases or operates and to carry on its business as now
conducted.  From the date of this Agreement and throughout the term of
the Joint Venture Agreement, MNL is and will continue to be a wholly-owned
Subsidiary of Micron.

       

      (B)           Authorization;
Enforceability.  Micron has the requisite corporate power and
authority to enter into this Agreement and the Joint Venture Documents to which
it is or is intended to be a party and to perform its obligations hereunder and
thereunder.  The execution and delivery by Micron of this Agreement
and the Joint Venture Documents to which it is or is intended to be a party and
the performance by Micron of its obligations contemplated hereby and thereby
have been duly authorized by Micron and do not violate the terms of the
certificate of incorporation or bylaws of Micron.  This Agreement has
been, and as of the Closing the Joint Venture Documents to which Micron is or is
intended to be a party will have been, duly executed and delivered by Micron,
and this Agreement constitutes, and as of the Closing each of the Joint Venture
Documents to which Micron is or is intended to be a party will constitute, the
valid and binding agreement of Micron, enforceable against Micron in accordance
with their respective terms, except to the extent that their enforceability may
be subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditors’ rights generally. MNL has
the requisite corporate power and authority to enter into the Joint Venture
Documents to which it is or is intended to be a party and to perform its
obligations thereunder. The execution and delivery by MNL of the Joint Venture
Documents to which it is or is intended to be a party and the performance by MNL
of its obligations contemplated thereby have been duly authorized by MNL and do
not violate the terms of the articles of incorporation of MNL.  The
Joint Venture Documents to which MNL is or is intended to be a party have been
duly executed and delivered by MNL, and each of the Joint Venture Documents to
which MNL is or is intended to be a party constitutes the valid and binding
agreement of MNL, enforceable 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 12
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      against
MNL in accordance with their respective terms, except to the extent that their
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors’ rights generally.

       

      (C)           Governmental
Authorization.  Except as disclosed in Schedule 3.2(C) of
the Master Agreement Disclosure Letter, the execution, delivery and performance
by (1) Micron of this Agreement and the Joint Venture Documents to which it is
or is intended to be a party and (2) MNL of the Joint Venture Documents to which
it is or is intended to be a party, will not require any action by or in respect
of, or filing with, any Governmental Entity.

       

      (D)           Non-Contravention;
Consents.  Except as disclosed in Schedule 3.2(D) of
the Master Agreement Disclosure Letter (and subject to the provisions of Section
4.18), the execution, delivery and performance by (1) Micron of this Agreement
and the Joint Venture Documents to which it is or is intended to be a party and
(2) MNL of the Joint Venture Documents to which it is or is intended to be a
party, do not and will not (a) violate, in any material respect, any Applicable
Law or Order, (b) require any filing with, or permit, consent or approval
of, or the giving of any notice to (including under any right of first refusal
or similar provision), any Person (including filings, consents or approvals
required under any licenses or leases to which Micron or any of its Affiliates
is a party), except where the failure to obtain such filings, permits, consents,
approvals or notices could not reasonably be expected to have a Material Adverse
Effect, (c) result in a material violation or breach of, conflict with,
constitute (with or without due notice or lapse of time or both) a default
under, or give rise to any right of termination, cancellation or acceleration of
any charter document of or any right or obligation of Micron or any of its
Subsidiaries or to a loss of any benefit to which Micron or any of its
Subsidiaries is entitled, or create or trigger any right of any counterparty,
under, any agreement or other instrument binding upon Micron or any of its
Subsidiaries, or (d) result in the creation or imposition of any Lien (i) on any
asset of the Joint Venture Company, (ii) on the ordinary shares of the Joint
Venture Company held or to be held by Micron or its Subsidiaries, or (iii) that
could adversely affect Micron’s and MNL’s ability to perform their respective
obligations under the Joint Venture Documents.

       

      (E)           Litigation.  Except
as disclosed in Schedule 3.2(E) of
the Master Agreement Disclosure Letter or as previously disclosed in Micron’s
public filings pursuant to the Exchange Act, there is no action, suit,
arbitration, administrative or other proceeding or investigation pending or, to
Micron’s knowledge, threatened against or affecting Micron or its Affiliates or
any of their respective properties that, if determined or resolved adversely to
Micron or its Affiliates, could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

       

      (F)           Patent
Licenses.  Neither the execution and delivery of the Joint
Venture Documents nor the grant of rights or the performance of its obligations
by Micron or MNL, as applicable, hereunder or thereunder will create any
obligation on behalf of NTC or the Joint Venture Company or their respective
Subsidiaries under any agreement (including any patent cross license agreement)
between Micron or its Subsidiaries, on the one hand, and a Third Party, on the
other hand.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 13
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      (G)           Brokerage.  Neither
Micron nor MNL has dealt with any finder, broker, investment banker or financial
advisor in connection with any of the transactions contemplated by this
Agreement or the negotiations looking toward the consummation of such
transactions, and no finder, broker, investment banker or financial advisor is
entitled to any brokerage, finders’ or other fees or commissions in connection
with this Agreement or the negotiation looking toward the consummation of such
transactions, based upon arrangements made by or on behalf of Micron or
MNL.

       

      (H)           Intellectual
Property.  Micron has the right and authority to transfer and
license the Background IP and its Foundational Know-How to NTC in accordance
with the terms of the Joint Venture Documents.

       

      ARTICLE
4.

      COVENANTS

       

      4.1           The Joint Venture
Company.  

       

      (A)           Operational
Approvals.  As promptly as practicable after the execution and
delivery of the Fab Lease, the Parties shall assist the Joint Venture Company to
apply to the relevant municipal and other Governmental Entities to obtain, or
for amendment of, the Operation Approvals reasonably necessary for the Joint
Venture Company to conduct its business as contemplated by the Joint Venture
Documents.  The Parties further agree to cooperate and use their
reasonable efforts to assist the Joint Venture Company in obtaining, as soon as
reasonably practicable, all material Operational Approvals that will be required
to operate the business of the Joint Venture Company, including its occupancy
and operation of the Leased Fab, as presently contemplated.

       

      (B)           Shareholders
Meeting.  NTC shall cause a shareholders meeting of the Joint
Venture Company to be convened as soon as practicable after the Closing for
election of directors and supervisors of the Joint Venture Company as
contemplated by Sections 5.1 and 5.3 of the Joint Venture
Agreement.

       

      (C)           Operations and
Capitalization of the Joint Venture Company.  Each of NTC and
Micron agrees that it will not, and will not permit its Subsidiaries to,
directly or indirectly, cause, or take any action that would cause, the Joint
Venture Company to engage in any operations, make any commitments, issue any
securities, incur any liabilities or acquire any assets, except, (1) NTC shall
be permitted to cause the Joint Venture Company to undertake, at or prior to the
Closing, the activities contemplated by this Section 4.1 and Sections 5.4(F),
5.4(G), 5.4(H) and 5.4(I) to be conducted by the Joint Venture Company, and (2)
prior to the Closing, NTC shall be permitted to cause the Joint Venture Company
to take any action that is approved in advance in writing (including by
facsimile or electronic mail) by the representative of Micron named on Schedule 4.1(C) of
the Master Agreement Disclosure Letter, which representative may be replaced by
Micron from time to time by written notice to NTC in accordance with Section
8.3.

       

      4.2           Reasonable
Efforts.  Each of NTC and Micron will cooperate and use its
reasonable efforts to take, or cause to be taken, all appropriate actions (and
to make, or cause to be made, all filings necessary, proper or advisable under
Applicable Law, including the 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 14
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      combination
notification and supplements thereto under the ROC Fair Trade Law) to consummate
and make effective the transactions contemplated by this Agreement and the Joint
Venture Documents, including its reasonable efforts to obtain, as promptly as
practicable, all licenses, permits, consents, approvals, authorizations,
qualifications and orders of Governmental Entities and parties to contracts, as
are necessary for the consummation of the transactions contemplated by this
Agreement and the Joint Venture Documents and to fulfill the conditions in
Article 5 of this Agreement.

       

      4.3           Governmental
Filings.  Subject to Applicable Law, prior to the making or
submission of any analysis, appearance, presentation, memorandum, brief,
argument, opinion or proposal by or on behalf of either Party in connection with
proceedings under or relating to any applicable Competition Law, NTC and Micron
will consult and cooperate with one another, and consider in good faith the
views of one another, in connection with any such analyses, appearances,
presentations, memoranda, briefs, arguments, opinions or
proposals.  In this regard but without limitation, each Party hereto
shall promptly inform the other of any material communication between such Party
and any antitrust or competition Governmental Entity regarding the transactions
contemplated by this Agreement and the Joint Venture
Documents.  Nothing in this Agreement, however, shall require or be
construed to require any Party hereto, in order to obtain the consent or
successful termination of any review of any such Governmental Entity regarding
the transactions contemplated by this Agreement and the Joint Venture Documents,
to (A) sell or hold separate, or agree to sell or hold separate, before or after
the Closing Date, any assets or businesses, or any interests in any assets or
businesses, of such Party or any of its Subsidiaries (or to consent to any sale,
or agreement to sell, any assets or businesses, or any interests in any assets
or businesses), or any change in or restriction on the operation by such Party
of any assets or businesses, or (B) enter into any agreement or be bound by any
obligation that, in such Party’s good faith judgment, may have an adverse effect
on the benefits to such Party of the transactions contemplated by this Agreement
and the Joint Venture Documents. 

       

      4.4           Access to Properties and
Records.  From the date of this Agreement through the Closing
and subject to the Mutual Confidentiality Agreement, NTC shall afford
representatives of Micron reasonable access to the Leased Fab, and books and
records reasonably related to the contemplated operations of the Joint Venture
Company, during normal business hours, so that Micron has a full opportunity to
investigate the Leased Fab, including an environmental inspection and audit
thereof; provided,
however, that such investigation shall be at reasonable times and upon
reasonable notice and shall not unreasonably disrupt the personnel and
operations of NTC.

       

      4.5           Further
Assurances.  From time to time, as and when requested by any
Party, the other Party will execute and deliver, or cause to be executed and
delivered, all such documents and instruments and will take, or cause to be
taken, all such further or other actions, as the Parties may reasonably agree
are necessary or desirable to consummate the transactions contemplated by this
Agreement and the Joint Venture Documents.

       

      4.6           Transfer
Taxes.  Each of the Parties shall pay all of the costs and
expenses of all transfer, documentary, sales, use, stamp, registration, value
added and other similar Taxes and governmental filing and permit fees that are
incurred by such Party or its Subsidiaries in 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 15
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      connection
with the transfer or conveyance of any money or property to the Joint Venture
Company as contemplated by this Agreement and the Joint Venture
Documents.

       

      4.7           Confidentiality.  Prior
to the date of this Agreement, the disclosure and exchange of Confidential
Information (as defined in the NDA) between the Parties is governed solely by
the terms of the NDA.  On and after the date hereof, the disclosure
and exchange of any confidential information between the Parties is and will be
governed by the Mutual Confidentiality Agreement and, to the extent in effect
and applicable, the other Joint Venture Documents.  

       

      4.8           Press
Releases.   Upon or immediately following the signing of
this Agreement, the Parties shall, and each Party may, issue a press release,
the text of which shall have been pre-approved in writing by Micron and
NTC.  The Parties will work together to ensure such press release will
comply, both as to timing and substance, with the disclosure requirements of any
Applicable Law to which either Party may be subject.  Except as
required by Applicable Law, from the date hereof until the issuance of such
press release, neither
Party shall make any public disclosure, announcement or statement with respect
to this Agreement, the Joint Venture Documents, the Joint Venture Company or any
of the transactions contemplated by this Agreement or the Joint Venture
Documents.  Following the issuance of such press release, and subject
to the terms and conditions of the Mutual Confidentiality Agreement, each Party
shall be free to reuse the information contained in such press
release.

       

      4.9           Legally Compelled
Disclosures.  In the event that a Party is requested or becomes
legally compelled (including pursuant to securities laws and regulations) to
disclose any of the Joint Venture Documents, or any of the terms thereof, where
such disclosure would be in contravention of the provisions of this Agreement or
the Mutual Confidentiality Agreement, the Party may make such disclosure but
subject to the provisions of this Section 4.9.  The Party required to
make such disclosure shall provide the other Party with prompt written notice of
the requirement to make such disclosure before making such disclosure and will
use its reasonable efforts to cooperate fully with the other Party to seek a
protective order, confidential treatment or other appropriate remedy with
respect to the disclosure.  In such event, the disclosing Party shall
furnish for disclosure only that portion of the information that is legally
required to be disclosed and shall exercise its reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded to such
information to the extent reasonably requested by the other Party and to the
maximum extent possible under Applicable Law.  The disclosing Party
agrees that it will provide the other Party with drafts of any documents or
other filings in which it is required to disclose this Agreement, the other
Joint Venture Documents or any other confidential information subject to the
terms of this Agreement at least two (2) Business Days prior to the filing or
disclosure thereof for any matter to be filed with the Commission on Form 8-K
and at least five (5) Business Days prior to the filing or disclosure for any
other matter required to be filed with the Commission or any other Governmental
Entity (except, in either case, to the extent a shorter time period is required
to permit compliance with Applicable Law), and that it will make any changes to
such materials as reasonably requested by the other Party to the extent
permitted by Applicable Law.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 16
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      4.10          Ownership
Interest.  Prior to the Closing, NTC shall not transfer or
agree to transfer any shares of the Joint Venture Company to any Person and
shall not grant or permit a Lien thereon.

       

      4.11          Continuity and Maintenance
of Operations.  Until the Closing, each Party agrees to use
commercially reasonable efforts consistent with past practice and policies to
(A) preserve intact in all material respects that portion of its present
business operations expected to be made available (through services agreements
or otherwise), leased, transferred or contributed to the Joint Venture Company
at the time of the Closing, (B) maintain in all material respects the services
of such Party’s employees who are reasonably expected to render full-time
service to the Joint Venture Company as assigned employees or who are otherwise
expected to be an integral part of the services to be provided by such Party to
the Joint Venture Company, and (C) preserve in all material respects its
relationships with suppliers, licensors, licensees and others having material
business relationships in connection with that portion of its business
operations expected to be made available (through services agreements or
otherwise), leased or contributed to the Joint Venture Company at the time of
the Closing.

       

      4.12          Certain Deliveries and
Notices.  From the date of this Agreement until the Closing,
each Party shall promptly inform, in writing, the other Party of (A) any event
or occurrence that could be reasonably expected to have a material adverse
effect on its ability to perform its obligations under any of the Joint Venture
Documents or, in its reasonable opinion, the ability of the Joint Venture
Company to conduct its business as presently contemplated, or (B) any breach by
it that cannot or will not be cured by the Closing or anticipated failure by it
to satisfy any condition or covenant, if such failure cannot or will not be
cured by the Closing, contained herein or in any other Joint Venture
Document.

       

      4.13          Initial Business
Plan.  The Parties shall work in good faith to prepare a
mutually acceptable Initial Business Plan prior to the Closing.

       

      4.14          Tax
Matters.  The Parties shall cooperate in a good faith,
commercially reasonable manner to maximize tax benefits and minimize tax costs
of the Joint Venture Company and of the Parties or their Subsidiaries with
respect to the activities of the Joint Venture Company, consistent with the
overall goals of the Joint Venture Documents.  Such cooperation shall
include (A) NTC’s use of reasonable efforts to assist Micron, MNL and the Joint
Venture Company in applying for applicable tax incentives and for a tax
withholding exemption in Taiwan, the Netherlands and such other jurisdictions as
may be relevant, with respect to payments made by either NTC or the Joint
Venture Company to Micron or MNL, or by Micron or an Affiliate of Micron to the
Joint Venture Company and (B) Micron’s use of reasonable efforts to assist NTC
in applying for applicable tax incentives and for a tax withholding exemption in
Taiwan, the Netherlands and such other jurisdictions as may be relevant, with
respect to payments made by either the Joint Venture Company to NTC, or by NTC
or an Affiliate of NTC to the Joint Venture Company.  Additional
assistance may include one Party assisting the other Party in amending one or
more of the Joint Venture Documents or seeking a ruling from a taxing authority;
provided, however, that neither of the
Parties shall be required to consent to amend any of the Joint Venture Documents
or take other action that such Party reasonably determines is not commercially
reasonable; provided,
further, that if one
Party (and its Subsidiaries) is not likely (based on reasonable assumptions and
projections) to benefit directly or indirectly from an 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 17
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      action
requested by the other Party pursuant to this Section 4.14, then the Parties
shall use good faith commercially reasonable efforts to enter into an agreement
requiring the requesting Party to reimburse the other Party for the reasonable
out-of-pocket costs incurred by that other Party to effect the change desired by
the requesting Party, and the other Party shall not be required to incur such
costs until such an agreement has been entered into.

       

      4.15          Supply
Agreement.  The Parties acknowledge that, at the Closing, they
each will enter into the Supply Agreement with the Joint Venture Company
pursuant to which each such Party shall have the right and obligation to
purchase from the Joint Venture Company a percentage (equal to, in the case of
NTC, NTC's Output Percentage and, in the case of Micron, MNL's Output
Percentage) of the Joint Venture Company’s output of Stack DRAM Products and
other products that are manufactured by the Joint Venture Company.

       

      4.16          Patent
Assignment.  Prior to the Closing, NTC shall deliver to Micron
a list of [***] patents selected from the lists previously delivered by Micron
to NTC, containing a total of [***] patents.  On the Closing Date,
Micron shall deliver to NTC a duly executed Patent Assignment with respect to
such [***] patents.  To the extent the patents selected by NTC have
fewer than thirty (30) independent priority dates, NTC and Micron shall
negotiate in good faith with respect to Micron including in the Patent
Assignment that number of patents closest to[***] having at least thirty (30)
independent priority dates. 

       

      4.17          Reimbursement of NTC for
Tool Install Preparation Activities.  NTC shall cause, and
Micron shall cause MNL to cause, the Joint Venture Company, within six (6)
months following the Closing, to reimburse NTC for any out-of-pocket costs
incurred by NTC in preparing the Leased Fab for installation of the tools
required for manufacturing 300mm wafers; provided that such
out-of-pocket costs are approved in advance in writing (including by facsimile
or electronic mail) by the representative of Micron named on Schedule 4.17 of the
Master Agreement Disclosure Letter, which representative may be replaced by
Micron from time to time by written notice to NTC in accordance with Section
8.3. 

       

      4.18          Updates to Schedule 3.1(D)
and 3.2(D).  Until the earlier of (A) April 30, 2008, and (B)
the date that is five (5) Business Days prior to the Closing, NTC and Micron
shall have the opportunity to update Schedule 3.1(D) of
the Master Agreement Disclosure Letter and Schedule 3.2(D) of
the Master Agreement Disclosure Letter, respectively, to include additional
required filings with, or permits, consents or approvals of, or notices to be
given to, any Persons that were not known, after reasonable inquiry conducted in
good faith, as of the date hereof; provided that each such
additional required filing, permit, consent, approval or notice shall be
identified on the applicable Schedule with an asterisk unless otherwise agreed
by the Parties.  Any such update shall cure any breach, as of the date
hereof, of Section 3.1(D) or Section 3.2(D), as the case may be, resulting from
the failure to include such updated content on Schedule 3.1(D) of
the Master Agreement Disclosure Letter or Schedule 3.2(D) of
the Master Agreement Disclosure Letter, as the case may be, on the date
hereof.

       

      4.19          Restrictions on Soliciting
and Hiring Employees.  

       

      (A)           Micron
Restrictions.  During the Employee Restriction Period, Micron
shall not, and shall cause its Affiliates not to, without the prior written
consent of NTC, (1) directly or 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 18
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      indirectly
recruit, solicit or hire, or make arrangements to recruit, solicit or hire, any
persons engaged or involved in [***] (collectively, “Prohibited Employees”) that is
then, or was within [***], employed by NTC, the Joint Venture Company or their
respective Subsidiaries, or (2) directly or indirectly recruit or solicit, or
make arrangements to recruit or solicit, any person other than a Prohibited
Employee (“Restricted
Employees”) that is then, or was within [***], employed by NTC, the Joint
Venture Company or their respective Subsidiaries.  Notwithstanding the
foregoing, the restrictions against recruiting, soliciting and hiring a
Prohibited Employee or a Restricted Employee shall not apply to an Affiliate of
Micron that is not a Subsidiary of Micron and that is not in a business
involving semiconductors, provided that such Affiliate
of Micron does not do so with information or assistance provided by Micron, a
Subsidiary of Micron or any of their respective officers, directors, employees
or agents and such employee will not become employed by or work for Micron or an
Affiliate of Micron that is in a business involving semiconductors.

       

      (B)           NTC
Restrictions.  During the Employee Restriction Period, NTC
shall not, and shall cause its Affiliates not to, without the prior written
consent of Micron, (1) directly or indirectly recruit, solicit or hire, or make
arrangements to recruit, solicit or hire, any Prohibited Employee that is then,
or was within [***], employed by Micron, the Joint Venture Company or their
respective Subsidiaries, or (2) directly or indirectly recruit or solicit, or
make arrangements to recruit or solicit, any Restricted Employee that is then,
or was within [***], employed by Micron, the Joint Venture Company or their
respective Subsidiaries.  Notwithstanding the foregoing, the
restrictions against recruiting, soliciting and hiring a Prohibited Employee or
a Restricted Employee shall not apply to an Affiliate of NTC that is not a
Subsidiary of  NTC and that is not in a business involving
semiconductors, provided that such Affiliate
of NTC does not do so with information or assistance provided by NTC, a
Subsidiary of NTC or any of their respective officers, directors, employees or
agents and such employee will not become employed by or work for NTC or an
Affiliate of NTC that is in a business involving semiconductors.

       

      (C)           Joint Venture Company
Restrictions.  During the Employee Restriction Period, NTC
shall use, and Micron shall cause MNL to use, (for so long as each Party or its
Affiliates owns an equity, ownership or voting interest in the Joint Venture
Company) commercially reasonable efforts to cause the Joint Venture Company not
to, without the prior written consent of the other Party, (1) directly or
indirectly recruit, solicit or hire, or make arrangements to recruit, solicit or
hire, any Prohibited Employee that is then, or was within [***], employed by
such other Party or its Subsidiaries, or (2) directly or indirectly recruit or
solicit, or make arrangements to recruit or solicit, any Restricted Employee
that is then, or was within [***], employed by such other Party or its
Subsidiaries.

       

      ARTICLE
5.

      CLOSING

       

      5.1           The
Closing.  The Closing will take place at the offices of Jones
Day located at 6th Floor, No. 2, Section 2, Tun Hwa South Road, Taipei, Taiwan
or at such other place as the Parties may agree and shall occur on or before the
tenth (10th) Business Day after all of the conditions set forth in Sections 5.2,
5.3 and 5.4 are first satisfied or properly waived, except as mutually agreed
otherwise by the Parties.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 19
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      5.2           Conditions to the
Obligations of the Parties.  The respective obligations of the
Parties under this Agreement to consummate the Closing are subject to the
satisfaction, at or prior to the Closing, of the conditions that:

       

      (A)           there
shall not have been entered an Order the effect of which prohibits the Closing;
provided, however, that no Party may
invoke this condition to prevent the Closing as a result of any Order arising
from or relating to any litigation, arbitration, investigation or administrative
proceeding described in the Litigation Side Letter against or involving such
Party or any of its Affiliates, unless such Order is in the form of an
injunction or restraining order prohibiting the Closing and the Party against
whom the Order has been issued has used and is continuing to use its best effort
to remove or otherwise quash such Order (including by securing and filing a bond
in favor of the petitioner as may be contemplated by Applicable Law) (it being
agreed that, in such event, the other Party shall have the right to change each
date contained in Section 7.1(A) to a date not later than [***]);

       

      (B)           the
Joint Venture Company and the Leased Fab shall be covered by insurance policies
of NTC, with coverage consistent with the terms set forth on Schedule 5.2(B) of
the Master Agreement Disclosure Letter;

       

      (C)           all
filings or approvals required to be made or obtained under any antitrust,
competition or fair trade laws or regulations shall have been made or obtained,
and any required waiting periods under any antitrust, competition or fair trade
laws or regulations shall have expired or been terminated, in each case without
the imposition of any conditions;

       

      (D)           all
required approvals under the ROC Company Law and the Statute of Investment By
Foreign Nationals or under the ROC Fair Trade Law shall have been obtained, in
each case without the imposition of any conditions; and

       

      (E)           no
statute, rule, regulation or executive order shall have been enacted, entered,
promulgated or enforced by any Governmental Entity that prohibits, restrains,
enjoins or restricts the consummation of the transactions or the operations of
the Joint Venture Company as currently contemplated by this Agreement or the
Joint Venture Documents.

       

      5.3          
 Conditions to
the Obligations of NTC.  The obligation of NTC under this
Agreement to consummate the Closing is further subject to the satisfaction, at
or prior to the Closing, of all of the following conditions, any one or more of
which may be waived in writing by NTC at its option:

       

      (A)           Accuracy of Representations
and Warranties.  The representations and warranties of Micron
contained in this Agreement that are subject to qualifications and exceptions
contained therein relating to materiality or Material Adverse Effect shall be
true and correct, and all other representations and warranties of Micron
contained in this Agreement shall be true and correct in all material respects,
both on and as of the date of this Agreement and at and as of the Closing (with
the same force and effect as if made anew at and as of the Closing), except to
the extent that such representations and warranties speak as of another date, in
which case such representations and warranties shall be true and correct as of
such other date.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 20
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      (B)           Compliance with
Covenants.  All covenants of Micron contained in this Agreement
and the Joint Venture Documents that are to be performed and complied with by
Micron or a Subsidiary of Micron at or before the Closing shall have been
performed and complied with in all material respects.

       

      (C)           Consents.  Each
of the governmental and other approvals, consents or waivers identified with an
asterisk on Schedule
3.1(C), Schedule 3.1(D),
Schedule 3.2(C)
or Schedule
3.2(D) of the Master Agreement Disclosure Letter as being a condition of
the Closing, shall have been obtained on terms and conditions that are
reasonably satisfactory to NTC.

       

      (D)           Delivery of Agreements by or
on Behalf of Micron and MNL.  Micron shall have duly executed
and delivered, and shall have caused MNL to duly execute and deliver, to the
Joint Venture Company or NTC, as the case may be, each of the Joint Venture
Documents to which Micron or MNL is intended to be a party, and each such Joint
Venture Document shall be in full force and effect without any event having
occurred or condition existing that constitutes, or with the giving of notice or
the passage of time (or both) would constitute, a material default under or
material breach of such Joint Venture Document by Micron or MNL, as
applicable.

       

      (E)           Initial
Capital.  Micron shall have caused MNL to deliver, and MNL
shall have delivered, NT$ 1,200,000,000 as contemplated by Section
2.6(B).

       

      5.4           Conditions to the
Obligations of Micron. The obligation of Micron
under this Agreement to consummate the Closing is further subject to the
satisfaction, at or prior to the Closing, of all of the following conditions,
any one or more of which may be waived in writing by Micron at its
option:

       

      (A)           Accuracy of Representations
and Warranties.

       

      (1)           The
representations and warranties of NTC contained in this Agreement that are
subject to qualifications and exceptions contained therein relating to
materiality or Material Adverse Effect shall be true and correct, and all other
representations and warranties of NTC contained in this Agreement shall be true
and correct in all material respects, both on and as of the date of this
Agreement and at and as of the Closing (with the same force and effect as if
made anew at and as of the Closing), except to the extent that such
representations and warranties speak as of another date, in which case such
representations and warranties shall be true and correct as of such other
date.

       

      (2)           The
representations and warranties of NTC contained in the Fab Lease that are
subject to qualifications and exceptions contained therein relating to
materiality or Material Adverse Effect shall be true and correct, and all other
representations and warranties of NTC contained in the Fab Lease shall be true
and correct in all material respects, both on and as of the date of the Fab
Lease and at and as of the Closing (with the same force and effect as if made
anew at and as of the Closing), except to the extent that such representations
and warranties speak as of a specific date prior to the date of the Fab Lease,
in which case such representations and warranties shall be true and correct as
of such prior date.  For the avoidance of doubt, this Section
5.4(A)(2) is a closing condition only and shall not be deemed to be, and


      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 21
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      shall not
constitute, or be construed as, the making in this Agreement of the
representations and warranties contained in the Fab Lease.

       

      (B)           Compliance with
Covenants.  All covenants of NTC contained in this Agreement
and the Joint Venture Documents that are to be performed and complied with by
NTC or a Subsidiary of NTC at or before the Closing shall have been performed
and complied with in all material respects.

       

      (C)           Consents.  Each
of the governmental and other approvals, consents or waivers identified with an
asterisk on Schedule
3.1(C), Schedule 3.1(D),
Schedule 3.2(C)
or Schedule
3.2(D) of the Master Agreement Disclosure Letter as being a condition of
the Closing, shall have been obtained on terms and conditions reasonably
satisfactory to Micron.

       

      (D)           Delivery of Agreements by or
on Behalf of NTC.  NTC shall have duly executed and delivered
to the Joint Venture Company, Micron or MNL, as the case may be, each of the
Joint Venture Documents to which NTC is intended to be a party, and each such
Joint Venture Document shall be in full force and effect without any event
having occurred or condition existing that constitutes, or with the giving of
notice or the passage of time (or both) would constitute, a material default
under or material breach of such Joint Venture Document by NTC.

       

      (E)           Initial
Capital.  NTC shall have delivered to the Joint Venture
Company, as contemplated by Section 2.6(A), NT$ 1,199,000,000 in addition to the
NT$ 1,000,000 contributed by NTC as referenced in Section 5.4(G).

       

      (F)           Delivery of Agreements by or
on Behalf of the Joint Venture Company.  NTC shall have caused
the Joint Venture Company to have duly executed and delivered, and the Joint
Venture Company shall have duly executed and delivered, (1) to Micron the Joint
Venture Company Joinder, the Micron Agreements and the Trilateral Agreements,
and (2) to NTC the Joint Venture Company Joinder, the NTC Agreements and the
Trilateral Agreements.

       

      (G)           Formation of the Joint
Venture Company.  NTC shall have filed with the Ministry of
Economic Affairs of the ROC, in proper form, the Joint Venture Company's
incorporation registration application.  NTC shall have (1) opened an
account of the type described on Schedule 5.4(G) of
the Master Agreement Disclosure Letter with the bank listed on Schedule 5.4(G) of
the Master Agreement Disclosure Letter under the name of the preparatory office
of the Joint Venture Company, (2) remitted to such account NT$ 1 million as an
initial contribution to the capital of the Joint Venture Company for the
subscription of one hundred thousand (100,000) ordinary shares (the “NTC Initial Shares”), (3)
appointed the four (4) Persons listed on Schedule 5.4(G) of
the Master Agreement Disclosure Letter to act as the directors and the one (1)
Person listed on Schedule 5.4(G) of
the Master Agreement Disclosure Letter to act as the supervisor of the Joint
Venture Company as required by the ROC Company Law, (4) caused such directors to
have convened a meeting of the Board of Directors at which the Board of
Directors shall have (a) adopted the original articles of incorporation of the
Joint Venture Company in the form attached as Schedule 5.4(G)(4)(a)
of the Master Agreement Disclosure Letter, and (b) elected as Chairman of the
Joint Venture Company the Person listed on Schedule 5.4(G) of
the Master Agreement Disclosure Letter.  NTC shall have (x) engaged
the certified public accountant listed on Schedule 5.4(G) of
the Master Agreement Disclosure Letter to verify 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 22
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      the
remittance of the NT$ 1 million to the bank account of the preparatory office of
the Joint Venture Company, and (y) caused such accountant to issue an auditor's
report with respect thereto, each as required for incorporation registration of
the Joint Venture Company.

       

      (H)           Execution of the Fab
Lease.  NTC shall have executed and delivered, and shall have
caused the Joint Venture Company to have executed and delivered, the Fab
Lease.

       

      (I)    
       Amendment of Articles of
Incorporation; Authorize Capital Increase.  NTC shall have
caused the Joint Venture Company to have convened a meeting of the Board of
Directors at which the Board of Directors shall have (1) amended the articles of
incorporation of the Joint Venture Company to be in the form attached hereto as
Exhibit A, and
(2) authorized a capital increase of the Joint Venture Company, as necessary for
the Shareholders to make the capital contributions contemplated by Section 2.6
of this Agreement and Sections 3.2 and 3.3 of the Joint Venture
Agreement.

       

      (J)      
     Articles of Incorporation of
the Joint Venture Company.  The articles of incorporation of
the Joint Venture Company shall be in the form attached hereto as Exhibit
A.

       

      (K)           Lease
Matters.  At or prior to the Closing, (1) not less than five
(5) Business Days before the Closing, NTC shall have made available to Micron
true and accurate copies of each of the Real Property Contracts (as defined in
the Fab Lease); and (2) Micron shall not have determined, in good faith, that
NTC does not have legal or contractual rights to the Leased Fab sufficient to
permit NTC to fulfill its obligations under the Fab Lease.

       

      5.5           Closing Deliverables of
NTC.  At or prior to the Closing, NTC shall deliver or cause to
be delivered:

       

      (A)           to
Micron, MNL or the Joint Venture Company, as the case may be, each of the Joint
Venture Documents to which NTC is intended to be a party, duly executed by NTC;
and

       

      (B)           to
Micron, a certificate of NTC, dated as of the Closing Date and signed by an
authorized officer of NTC, certifying that the conditions set forth in Sections
5.4(A), (B), (C) (with respect to the approvals, consents or waivers identified
with an asterisk on Schedule 3.1(C) or
Schedule
3.1(D)), (E), (F), (G), (H), (I), (J) and (K)(1) have been
satisfied.

       

      5.6           Closing Deliverables of
Micron.  At or prior to the Closing, Micron shall deliver or
cause to be delivered:

       

      (A)           to
NTC or the Joint Venture Company, as the case may be, counterparts of each of
the Joint Venture Documents to which Micron or MNL is intended to be a party,
each duly executed by Micron or MNL, as applicable; and

       

      (B)           to
NTC, a certificate of Micron, dated as of the Closing Date and signed by an
authorized officer of Micron, certifying that the conditions set forth in
Sections 5.3(A), (B), (C) (with respect to the approvals, consents or waivers
identified with an asterisk on Schedule 3.2(C) or
Schedule
3.2(D)) and (E) have been satisfied.

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 23
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      ARTICLE
6.

      INDEMNIFICATION

       

      6.1           Indemnification.  

       

      (A)           NTC
will indemnify and hold harmless Micron, Micron’s Subsidiaries, the Joint
Venture Company and their respective officers, directors, employees and agents
against any and all Losses incurred or suffered by them as a result of (1) any
failure to be true or correct of any representation or warranty made by NTC in
this Agreement or any of its officers, directors, employees or agents in any of
the certificates or other writings (other than the Joint Venture Documents)
delivered at the Closing pursuant to this Agreement (representations and
warranties qualified by references to materiality or Material Adverse Effect are
to be interpreted as though they were not so qualified), provided a claim therefor is
asserted no later than the [***] anniversary of the Closing Date, (2) any
failure to perform or comply with any covenant or agreement of NTC in this
Agreement, (3) either (a) any acts or omissions of NTC, any Subsidiary of NTC,
IMI or any Subsidiary of IMI occurring at or prior to the Closing Date relating
to the construction, maintenance or operation of, or on, the Leased Fab or
Landlord’s Real Estate (as defined in the Fab Lease) that both (I) were
inconsistent with what would have been done by a reasonably prudent
semiconductor manufacturer in the same or similar circumstances acting in
accordance with industry standards and practices (“Negligent Acts or Omissions”),
and (II) could materially and adversely affect the Joint Venture Company, or (b)
any violation of an Environmental Law or other Applicable Law, existing or
occurring at or prior to the Closing Date, that could adversely and materially
affect the Joint Venture Company, or (4) any liabilities, debts, obligations or
duties of NTC or any of its Subsidiaries that are not expressly assumed by the
Joint Venture Company under this Agreement or another Joint Venture Document;
provided, however, that (x) NTC shall
not be liable under Sections 6.1(A)(1) and 6.1(A)(3) until aggregate Losses as a
result of such failures or such Negligent Acts or Omissions or violations,
respectively, exceed $[***], at which point NTC shall be liable for all such
Losses; and (y) NTC’s aggregate liability under Sections 6.1(A)(1) and 6.1(A)(3)
shall not exceed the difference between $[***] and [***] of any amount paid by
NTC in respect of its indemnity obligation in Sections 8.7(1) and 8.7(3) of the
Fab Lease; provided,
further, that the
liability limitations set forth in clauses (x) and (y) shall not apply to any
Losses under Section 6.1(A)(3) that result from (i) any Negligent Acts or
Omissions that are known to NTC, any Subsidiary of NTC, IMI or any Subsidiary of
IMI as of the Closing Date to be inconsistent with what would have been done by
a reasonably prudent semiconductor manufacturer in the same or similar
circumstances acting in accordance with industry standards and practices or (ii)
any violation of an Environmental Law or other Applicable Law that is known to
NTC, any Subsidiary of NTC, IMI or any Subsidiary of IMI as of the Closing
Date.

       

      (B)           Micron
will indemnify and hold harmless NTC, NTC’s Subsidiaries, the Joint Venture
Company and their respective officers, directors, employees and agents against
any and all Losses incurred or suffered by them as a result of (1) any failure
to be true or correct of any representation or warranty made by Micron in this
Agreement or any of its officers, directors, employees or agents in any of the
certificates or other writings (other than the Joint Venture Documents)
delivered at the Closing pursuant to this Agreement (representations and
warranties qualified by references to materiality or Material Adverse Effect are
to be interpreted as though they were not so qualified), provided a claim therefor is
asserted no later than the [***] 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 24
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      anniversary
of the Closing Date, (2) any failure to perform or comply with any covenant or
agreement of Micron in this Agreement, or (3) any liabilities, debts,
obligations or duties of Micron or any of its Subsidiaries that are not
expressly assumed by the Joint Venture Company under this Agreement or another
Joint Venture Document; provided, however, that (x)
Micron shall not be liable under Section 6.1(B)(1) until aggregate Losses as a
result of such failures exceed $[***], at which point Micron shall be liable for
all such Losses; and (y) Micron’s aggregate liability under Sections 6.1(B)(1)
shall not exceed $[***].

       

      6.2       
    Procedures.

       

      (A)           General.  Promptly
after the receipt by any Person who or which is entitled to seek indemnification
under Section 6.1 (an “Indemnified Party”) of a
notice of any Third Party Claim that may be subject to indemnification under
Section 6.1, such Indemnified Party shall give written notice of such Third
Party Claim to the Party against whom indemnification is sought (the “Indemnifying Party”), stating
in reasonable detail the nature and basis of each claim made in the Third Party
Claim and the amount thereof, to the extent known, along with copies of the
relevant documents received by the Indemnified Party evidencing the Third Party
Claim and the basis for indemnification sought.  Failure of the
Indemnified Party to give such notice shall not relieve the Indemnifying Party
from liability on account of this indemnification, except if and only to the
extent that the Indemnifying Party is actually prejudiced
thereby.  Thereafter, the Indemnified Party shall deliver to the
Indemnifying Party, promptly after the Indemnified Party’s receipt thereof,
copies of all notices and documents (including court papers) received by the
Indemnified Party relating to the Third Party Claim.  The Indemnifying
Party shall have the right to assume the defense of the Indemnified Party with
respect to the Third Party Claim upon written notice to the Indemnified Party
delivered within thirty (30) days after receipt of the particular notice from
the Indemnified Party.

       

      (B)           So
long as the Indemnifying Party has assumed the defense of the Third Party Claim
in accordance herewith and notified the Indemnified Party in writing thereof,
(1) the Indemnified Party may retain separate co-counsel, at its sole cost and
expense, and participate in the defense of the Third Party Claim, it being
understood that the Indemnifying Party shall pay all reasonable costs and
expenses of counsel for the Indemnified Party after such time as the Indemnified
Party has notified the Indemnifying Party of such Third Party Claim and prior to
such time as the Indemnifying Party has notified the Indemnified Party that it
has assumed the defense of such Third Party Claim, (2) the Indemnified Party
shall not consent to the entry of any judgment or enter into any settlement with
respect to a Third Party Claim without the prior written consent of the
Indemnifying Party (not to be unreasonably withheld, conditioned or delayed) and
(3) the Indemnifying Party will not consent to the entry of any judgment or
enter into any settlement with respect to the Third Party Claim (other than a
judgment or settlement that is solely for money damages to be paid by the
Indemnifying Party and is accompanied by a release of all indemnifiable claims
against the Indemnified Party) without the prior written consent of the
Indemnified Party (not to be unreasonably withheld, conditioned or
delayed).

       

      (C)           In
the case of any Third Party Claim where the Indemnifying Party reasonably
believes that it would be appropriate to settle such Third Party Claim using
equitable remedies (i.e., remedies involving the
future activity and conduct of the Joint Venture Company), the Indemnifying
Party and the Indemnified Party shall work together in good faith to agree to a


      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 25
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      settlement;
provided, however, that no Indemnified
Party shall be under any obligation to agree to any such
settlement.

       

      (D)           Any
Direct Claim by an Indemnified Party against an Indemnifying Party will be
asserted by giving the Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than thirty (30) days after the Indemnified
Party becomes aware of the facts giving rise to such Direct
Claim.  Failure of the Indemnified Party to give such notice shall not
relieve the Indemnifying Party from liability on account of this
indemnification, except if and only to the extent that the Indemnifying Party is
actually prejudiced thereby.  Such notice by the Indemnified Party
will describe the Direct Claim in reasonable detail and will indicate the
estimated amount, if reasonably practicable, of Losses that have been or may be
sustained by the Indemnified Party.  The Indemnifying Party will have
a period of ten (10) Business Days within which to respond in writing to such
Direct Claim.  If the Indemnifying Party does not so respond within
such ten (10) Business Day period, the Indemnifying Party will be deemed to have
rejected such claim, in which event the Indemnified Party will be free to pursue
such remedies as may be available to the Indemnified Party on the terms and
subject to the provisions of this Agreement.

       

      6.3           Specific
Performance.  The Parties agree that irreparable damage will
result if this Agreement is not performed in accordance with its terms, and the
Parties agree that any damages available under the indemnification provisions or
at law for a breach of this Agreement would not be an adequate
remedy.  Therefore, the provisions hereof and the obligations of the
Parties hereunder shall be enforceable in a court of equity, or other tribunal
with jurisdiction, by a decree of specific performance, and appropriate
injunctive relief may be applied for and granted in connection
therewith.

       

      6.4           Treatment of Indemnification
Payments; Insurance Recoveries.  Any indemnity payment under
this Article 6 shall be decreased by any amounts actually recovered by the
Indemnified Party under third party insurance policies with respect to such Loss
(net of any increased or retrospective premiums paid by such Indemnified Party
under the relevant insurance policy as a result of such Loss).  Each
Party agrees (A) to use reasonable efforts to recover all available insurance
proceeds and (B) to the extent that any indemnity payment under this Article 6
has been paid by the Indemnifying Party to the Indemnified Party prior to the
recovery by the Indemnified Party of such insurance proceeds, such amounts
actually recovered by the Indemnified Party shall be promptly paid to the
Indemnifying Party.

       

      6.5           Certain Additional
Procedures.  The Indemnified Party shall cooperate and assist
the Indemnifying Party in determining the validity of any Third Party Claim for
indemnity by the Indemnified Party and in otherwise resolving such
matters.  The Indemnified Party shall cooperate in the defense by the
Indemnifying Party of each Third Party Claim (and the Indemnified Party and the
Indemnifying Party agree with respect to all such Third Party Claims that a
common interest privilege agreement exists between them), including by (A)
permitting the Indemnifying Party to discuss the Third Party Claim with such
officers, employees, consultants and representatives of the Indemnified Party as
the Indemnifying Party reasonably requests, (B) providing to the Indemnifying
Party copies of documents and samples of products as the Indemnifying Party
reasonably requests in connection with defending such Third Party Claim, (C)
preserving all properties, books, records, papers, documents, plans, drawings,


      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 26
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      electronic
mail and databases relating to matters pertinent to the Third Party Claim and
under the Indemnified Party’s custody or control in accordance with such Party’s
corporate documents retention policies, or longer to the extent reasonably
requested by the Indemnified Party, (D) notifying the Indemnifying Party
promptly of receipt by the Indemnified Party of any subpoena or other third
party request for documents or interviews and testimony, and (E) providing to
the Indemnifying Party copies of any documents produced by the Indemnified Party
in response to, or compliance with, any subpoena or other third party request
for documents.  In connection with any claims, unless otherwise
ordered by a court, the Indemnified Party shall not produce documents to a Third
Party until the Indemnifying Party has been provided a reasonable opportunity to
review, copy and assert privileges covering such documents, except to the extent
(x) inconsistent with the Indemnified Party’s obligations under Applicable Law
and (y) where to do so would subject the Indemnified Party or its employees,
agents or representatives to criminal or civil sanctions.

       

      6.6           Remedies.  Prior
to the Closing Date, specific performance shall be the Parties’ sole and
exclusive remedy under this Agreement, except for breaches of Section
4.7.  From and after the Closing Date, specific performance and the
indemnification remedies set forth in Section 6.1 shall be the Parties’ sole and
exclusive remedies under this Agreement, except for breaches of Section
4.7.

       

      ARTICLE
7.

      TERMINATION

       

      7.1           Termination.

       

      (A)           This
Agreement may be terminated at any time prior to the Closing:

       

      (1)           by
either Party if the Closing shall not have occurred by [***]; provided, however, that neither Party
may terminate this Agreement pursuant to this Section 7.1(A)(1) if the Closing
shall not have occurred by such date by reason of the failure of such Party or
any of its Subsidiaries to perform in all material respects any of its or their
respective covenants or agreements contained in this Agreement;

       

      (2)           by
the mutual written consent of the Parties;

       

      (3)           by
NTC, if there has been a breach by Micron of any covenant, representation or
warranty contained in this Agreement that has resulted in a Material Adverse
Effect or has prevented the satisfaction of any condition to the obligations of
NTC, and such breach has not been waived by NTC or cured by Micron, within
thirty (30) days after written notice thereof from NTC (or such longer period as
is necessary to effect a cure of the breach, so long as Micron diligently
attempts to effect a cure throughout such period and such period does not extend
beyond [***]); or

       

      (4)           by
Micron, if there has been a breach by NTC of any covenant, representation or
warranty contained in this Agreement that has resulted in a Material Adverse
Effect or has prevented the satisfaction of any condition to the obligations of
Micron, and such breach has not been waived by Micron or cured by NTC, within
thirty (30) days after written notice thereof from Micron (or such longer period
as is necessary to effect a cure of the breach, 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 27
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      so long
as NTC diligently attempts to effect a cure throughout such period and such
period does not extend beyond [***]).

       

      (B)           If
this Agreement is terminated pursuant to Section 7.1(A), all further obligations
of the Parties under this Agreement (other than pursuant to Sections 4.7 and
4.19 and Articles 6, and 8, which will continue in full force and effect) will
terminate without further liability or obligation of either Party to the other
Party hereunder; provided,
however, that no Party will be released from liability hereunder if this
Agreement is terminated and the transactions abandoned by reason of (1) the
failure of such Party to have performed, in all material respects, its
obligations under this Agreement or (2) any material breach of a representation
made by such Party in this Agreement.

       

      ARTICLE
8.

      MISCELLANEOUS

       

      8.1           Limitation of
Liability.  [***].

       

      8.2           Exclusions;
Mitigation. 

       

      (A)           Section
8.1 will not apply to either Party’s breach of Section 4.7.  Section
8.1 will not apply to Section 6.1(A)(3) in the event NTC fails to use its best
efforts to minimize any special, consequential, incidental and other indirect
damages that may be incurred or suffered by Micron, Micron’s Subsidiaries, the
Joint Venture Company and their respective officers, directors and employees
arising as a result of or in connection with any condition, circumstance, fact,
event, act or omission for which NTC is liable under Section 6.1(A)(3); provided, however, that Section 8.1
will apply to Section 6.1(A)(3) if NTC does use such best efforts. 

       

      (B)           Each
Party shall have a duty to use commercially reasonable efforts to mitigate
damages for which the other Party is responsible.

       

      8.3           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given upon (A) transmitter’s confirmation of a receipt of a facsimile
transmission, (B) confirmed delivery by a standard overnight or recognized
international carrier or when delivered by hand, or (C) delivery in person,
addressed at the following addresses (or at such other address for a Party as
shall be specified by like notice):

       

      (A)           if
to NTC:

       

      Nanya
Technology Corporation

      Hwa-Ya
Technology Park 669

      Fuhsing 3
RD. Kueishan

      Taoyuan,
Taiwan, ROC

      Attn:  Legal  department

      Facsimile:
886-3-396-2226

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 28
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      (B)           if
to Micron:

       

      Micron
Technology, Inc.

      8000 S.
Federal Way

      Mail Stop
1-507

      Boise, ID
83716

      Attn:
General Counsel

      Facsimile:
(208) 368-4537

       

      8.4           Waiver.  The
failure at any time of a Party to require performance by the other Party of any
responsibility or obligation required by this Agreement shall in no way affect a
Party’s right to require such performance at any time thereafter, nor shall the
waiver by a Party of a breach of any provision of this Agreement by the other
Party constitute a waiver of any other breach of the same or any other provision
nor constitute a waiver of the responsibility or obligation itself.

       

      8.5           Assignment.  [***].

       

      8.6           Third Party
Rights.

       

      (A)           The
Parties agree that the Joint Venture Company shall be a third party beneficiary
to the agreements made hereunder by the Parties, and the Joint Venture Company
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights
hereunder.

       

      (B)           Nothing
in this Agreement, whether express or implied, is intended or shall be construed
to confer, directly or indirectly, upon or give to any Person, other than the
Parties hereto and the Joint Venture Company, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or other provision contained herein.

       

      8.7           Choice of
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the ROC, without giving effect to its conflict of
laws principles.

       

      8.8           Jurisdiction;
Venue.  Any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this
Agreement shall be brought in the Taipei District Court, located in Taipei,
Taiwan, and each of the Parties hereby consents and submits to the exclusive
jurisdiction of such court (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by Applicable Law, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action or proceeding in any
such court or that any such suit, action or proceeding which is brought in any
such court has been brought in an inconvenient forum.  

       

      8.9           Dispute
Resolution.

       

      (A)           All
Disputes shall be resolved as follows:  the Parties shall first submit
the matter to the presidents of each of the Parties by providing notice of the
Dispute to the Parties.  The presidents shall then make a good faith
effort to resolve the Dispute.  If they are unable to 

      
        
          
            
               

               
Master Agreement

              DLI-6194558v3


            

             


          

          
            - 29
-

            
              

            

          

          
             


            
              NTC/MICRON
CONFIDENTIAL

              


            

          

        

      

      resolve
the Dispute within thirty (30) days of receiving notice of the Dispute (during
which thirty-day period, the presidents shall seek in good faith to hold at
least two (2) meetings at which they shall make a good faith effort to resolve
the Dispute), then the Dispute shall be submitted to the chairman of the board
of directors of each of the Parties as contemplated by Section
8.9(B).

       

      (B)           If
the presidents of the Parties are unable to resolve the Dispute within the
thirty (30) day period, the chairman of the board of directors of each of the
Parties shall then make a good faith effort to resolve the
Dispute.  If they are unable to resolve the Dispute within thirty (30)
days of the Dispute’s being submitted to them (during which thirty-day period,
the chairmen shall seek in good faith to hold at least two (2) meetings at which
they shall make a good faith effort to resolve the Dispute), then a civil action
with respect to the Dispute may be commenced.

       

      8.10          Headings.  The
headings of the Articles and Sections in this Agreement are provided for
convenience of reference only and shall not be deemed to constitute a part
hereof.

       

      8.11          Entire
Agreement.  This Agreement, together with the Exhibits and
Schedules hereto and the agreements and instruments expressly provided for
herein (including the Joint Venture Documents and the NDA), constitute the
entire agreement of the Parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral and written, between the
Parties with respect to the subject matter hereof.

       

      8.12          Severability.  Should
any provision of this Agreement be deemed in contradiction with the laws of any
jurisdiction in which it is to be performed or unenforceable for any reason,
such provision shall be deemed null and void, but this Agreement shall remain in
full force and effect in all other respects.  Should any provision of
this Agreement be or become ineffective because of changes in Applicable Law or
interpretations thereof, or should this Agreement fail to include a provision
that is required as a matter of law, the validity of the other provisions of
this Agreement shall not be affected thereby.  If such circumstances
arise, the Parties shall negotiate in good faith appropriate modifications to
this Agreement to reflect those changes that are required by Applicable
Law.

       

      8.13          Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.

       

      8.14          Expenses.  Whether
or not the transactions contemplated by this Agreement are ultimately
consummated, except as provided in Section 2.7 each Party shall bear its own
costs and expenses in connection with the negotiation, execution and delivery of
this Agreement and the Joint Venture Documents.

       

      [SIGNATURE
PAGE FOLLOWS]

       


      
        
          
             

            Master
Agreement

            DLI-6194558v3


          

           


        

        
          - 30
-

          
            

          

        

        
           


          
            NTC/MICRON
CONFIDENTIAL

            


          

        

      


      IN
WITNESS WHEREOF, this Agreement has been executed and delivered as of the date
first written above.

       

      NANYA
TECHNOLOGY CORPORATION

       

      


       

      


       

      By:    /s/ Jih
Lien                                                                      

       

      Print
Name:  Jih Lien

       

      Title:
President

       

       

      MICRON
TECHNOLOGY, INC.


       

      By:   /s/ D. Mark
Durcan                                                                      

       

      Print
Name:  D. Mark Durcan

       

      Title:  President
and Chief Operating Officer

       

      THIS
IS THE SIGNATURE PAGE FOR THE MASTER AGREEMENT

      ENTERED
INTO BY AND BETWEEN NTC AND MICRON

      


      



      
        
          
             


            Master
Agreement

            DLI-6194558v3


          

           


        

        
           


          
            

          

        

        
           


          
            NTC/MICRON
CONFIDENTIAL

            


          

        

      


      EXHIBIT
A

       

      Form of Articles of
Incorporation

       

      See
attached.

       

       


      
        
          
             


            Master
Agreement

            DLI-6194558v3


          

           


        

        
           


          
            

          

        

        
           


          
            NTC/MICRON
CONFIDENTIAL

            


          

        

      

      
        [TRANSLATION FROM
CHINESE] 

        


      




      EXHIBIT
A

      


      ARTICLES OF INCORPORATION
OF

      MEIYA TECHNOLOGY
CORPORATION

      


      


      
         
Chapter
I.  General Provisions

      

      


      
        	
                Article
      1:

              	
                This
      company shall be named MeiYa Technology Corporation (the
      “Company”) and be incorporated as a Company Limited by Shares in
      accordance with the Company Law of the Republic of China (“Company
      Law”).  The English name of the Company shall be MeiYa
      Technology Corporation.

              


      

      


      
        	
                Article
      2:

              	
                The
      scope of business of the Company shall be as
  follows:

              


      

      


      
        	
                 
      

              	
                1.

              	
                CC01080

              	
                Electronic
      Parts and Components Manufacturing;

              


      

      


      
        	
                 
      

              	
                2.

              	
                F401010

              	
                International
      Trade; and

              


      

      


      
        	
                 
      

              	
                3.

              	
                Any
      businesses other than those requiring permission or those prohibited or
      restricted by law.

              


      

      


      
        	
                Article
      3:

              	
                The
      Company may provide guarantee for third parties upon the approval of the
      board of directors in accordance with this Articles of
      Incorporation.

              


      

      


      
        	
                Article
      4:

              	
                The
      head office of the Company shall be located in Taipei City,
      Taiwan.  The board of directors may authorize the establishment
      of branch offices within or outside the territory of the Republic of China
      as necessary.

              


      

      


      
        	
                Article
      5:

              	
                Public
      notices to be given by the Company pursuant to applicable law shall be
      made in accordance with Article 28 of Company
  Law.

              


      

      


      
         
Chapter
II.  Shares

      

      


      
        	
                Article
      6:

              	
                The
      total authorized capital of the Company is [***], which is divided into
      [***] shares with a par value of [***] per share.  These shares
      shall be issued in installments.

              


      

      


      
        	
                Article
      7:

              	
                The
      share certificates representing shares of the Company shall be registered
      shares and shall, before they may be issued, bear the shareholders’ name,
      shall be signed or with chops affixed by three or more directors of the
      board of directors, and certified by the competent supervisory
      agency.

              


      

       

      
        	
                Article
      8:

              	
                For
      registration of a transfer of shares, the transferor and transferee shall
      

              


      

      
        
          
             


          

          
             


            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        

      

      
        	
                 

              	
                deliver
      to the Company a jointly executed and chopped application for transfer of
      shares.  Until the transfer is duly registered with the Company,
      the transferee shall not assert its shareholder’s rights against the
      Company.

              


      

      


      
        	
                Article
      9:

              	
                No
      transfer of shares shall be registered by the Company within thirty (30)
      days prior to an annual meeting of the shareholders, fifteen (15) days
      prior to a special meeting of the shareholders, or within five (5) days
      prior to the date fixed for the distribution of dividends, bonuses, or
      other benefits.

              


      

      


      
        	
                Article
      10:

              	
                Unless
      otherwise provided under the Company Law, each shareholder shall have a
      preemptive right to purchase such number of newly issued shares, of
      whatever kind, of the Company through increase of its authorized capital,
      in proportion to the percentage interest of each shareholder in the issued
      and outstanding shares of the Company.  If a holder of
      fractional shares is unable to subscribe for at least one share, the board
      of directors, at its reasonable discretion, shall combined for joint
      subscription of one or more new shares or allocate subscription of new
      shares in the name of a single
shareholder.

              


      

      


      
        	
                 
      

              	
                In
      the event that any shareholder elects not to exercise its preemptive
      right, the board of directors shall, upon its resolution, designate
      specific third parties to purchase such unsubscribed
    shares.

              


      

      


      
         
Chapter
III.   Shareholders’ Meetings

      

      


      
        	
                Article
      11:

              	
                Shareholders’
      meetings shall be as follows:

              


      

      


      
        	
                 
      

              	
                 (1)

              	
                Annual
      Meeting - to be called by the board of directors at least once a year
      within six (6) months after the end of each fiscal year;
    and

              


      

      


      
        	
                 
      

              	
                 (2)

              	
                Special
      Meeting - to be called by the board of directors if necessary, or with
      written requests from shareholders representing more than three percent
      (3%) of the total issued shares which have been continuously held by the
      same shareholders for more than one year.  The supervisor may
      call a special shareholders’ meeting if
  necessary.

              


      

      


      
        	
                 
      

              	
                Where
      the board of directors or the supervisor(s) is unable to call the
      shareholders’ meeting for any reason, including the transfer of the shares
      of directors and/or supervisors, the shareholders representing more than
      three percent (3%) of the total amount of issued shares may call the
      shareholders’ meeting after with approval from the competent
      authority.

              


      

       

      
        	
                Article
      12:

              	
                Shareholders’
      meetings shall be presided over by the chairman of the board of
      directors.  In his absence, the vice chairman of the board shall
      preside over the shareholders’ meeting.  In absence of both the
      chairman and vice chairman of the board of the directors, a director may
      be designated by the 

              


      

      
        
          
             


          

          
            2

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        

      

      
        	
                 

              	
                chairman
      of the board of directors to preside over the shareholders’
      meeting.  In the absence of such a designation, the directors
      shall elect one among themselves to preside over the shareholders’
      meeting.

              


      

      


      
        	
                Article
      13:

              	
                A
      notice to convene an annual meeting of the shareholders shall be given to
      each shareholder twenty (20) days in advance.  A notice to
      convene a special meeting of the shareholders shall be given to each
      shareholder ten (10) days in advance.  The notice shall state
      the date, time, location and agenda of the shareholders’ meeting to be
      held.  All notices and agenda of the shareholders’ meetings
      shall be accompanied by accurate and complete English language
      translations thereof.  Other matters regarding the announcement
      of shareholders’ meeting shall be in accordance with the Company Law and
      the regulations of the competent securities authority.  Notice
      may be made in electronic form upon the consent of the counter
      party.

              


      

      


      
        	
                Article
      14:

              	
                Shareholders
      of the Company shall be entitled to one vote for each share they hold,
      except as otherwise limited or restricted or under those circumstance
      listed in paragraph 2, Article 179 of the Company
  Law.

              


      

      


      
        	
                Article
      15:

              	
                Unless
      a higher quorum or a higher majority of votes is required under the
      applicable laws, resolutions at a shareholders’ meeting shall be adopted
      by the vote of at least [***] of the shareholders present, in person or by
      proxy, at a meeting with [***] or more of the shareholders present, in
      person or by proxy.

              


      

      


      Each of
the following actions shall require the approval of the shareholders of the
Company by resolution adopted in accordance with the foregoing
Paragraph:

       

      
        
          
            
              
                
                  
                    	
                               

                          	(1)	
                            
                              Amendment
      of the Articles of
Incorporation;

                            

                          


                  

                   

                

              

            

          

          
            
              
                	
                           

                      	(2)  	
                        
                          Election
      or removal of the directors or the
  supervisors;

                        

                      


              

               

            

          

        

      

      
        
          
            	
                       

                  	(3) 	
                    Approval
      of the balance sheet and other financial statements received from the
      board of directors;

                  


          

        

      

      


      
        
          
            	
                       

                  	(4)  	
                    Approval
      of the surplus earning distribution or loss offset
    proposals;

                  


          

        

      

       

      
        
          	
                     

                	(5)   	
                  Any
      merger, consolidation or other business combination to which the Company
      is a party, or any other transaction to which the Company is a party,
      (other than where the Company is merged or combined with or consolidated
      into a wholly-owned subsidiary of the Company) resulting in a change of
      control of the Company, or the sale of all or substantially all assets of
      the Company;

                


        

      

      
        
          
             


          

          
            3

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        

      

       

      
        	
                   

              	(6)  	
                Liquidation
      or dissolution of the Company; and

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Other
      actions reserved to the determination of the shareholders of the Company
      by the Company Law.

              


      

      


      
        	
                Article
      16:

              	
                In
      case a shareholder is unable to attend the shareholders’ meeting, he may
      designate another person to act as his proxy to attend the
      meeting.  The proxy for this purpose shall be as prepared by the
      Company, setting forth the scope of such proxy, and affixed with the
      shareholder’s chop; provided, however, in the event the same proxy acts
      for two or more shareholders, his delegated voting power shall not exceed
      three percent (3%) of the total voting power of issued
      shares.  This limitation shall not apply to holders of proxies
      engaged in the trust business.

              


      

      


      After the
proxy has been delivered to the Company, if the shareholder decides to attend
the shareholders’ meeting in person, such shareholder shall notify the Company
of the revocation of the proxy in writing no later than one (1) day prior to the
meeting date of the shareholders’ meeting.  If the shareholder fails
to revoke his/her proxy by the aforesaid deadline, the voting right exercised by
the proxy shall prevail.

      


      
        	
                Article
      17:

              	
                Resolutions
      adopted at the shareholders’ meeting shall be recorded in the minutes of
      the proceedings, which shall be prepared in English and in Chinese and
      shall be signed or sealed by the chairman of the meeting.  The
      minutes of proceeding shall also include the date and place of the
      meeting, name of the chairman, number of shareholders present at the
      meeting and the manner in which resolutions had been adopted, as well as
      other essentials of the proceedings.  The minutes shall be kept
      together with a list of shareholders present at the meeting and the
      proxies.  The minutes may be made and distributed in electronic
      form.

              


      

      


      
         
Chapter
IV.   Directors and Supervisors

      

      


      
        	
                Article
      18:

              	
                The
      Company shall have [***] directors and [***] supervisors, all to be
      elected at a shareholders’ meeting.  The tenure of office of
      directors and supervisors will be three (3) years and they will be
      eligible for re-election.   The remuneration of the
      directors and supervisor, if any, shall be determined by the shareholders
      at a shareholders’ meeting.

              


      

       

      
        	
                 
      

              	
                The
      Company shall, at its costs, maintain a reasonable and appropriate
      liability insurance policy for its directors and supervisors insuring
      against the claims which may arise from the directors’ and supervisors’
      exercising their duties during their terms of
  office.

              


      

       

      
        	
                Article
      19:

              	
                The
      director, supervisor, president, and other managers of the Company shall
      have the fiduciary duty to, and shall exercise the due care of a good
      

              


        
          
             


          

          
            4

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        



      
        	
                 

              	
                administrator
      in conducting the business operation of, the Company; and if he/she has
      acted contrary to this provision, shall be liable for the damages to be
      sustained by the Company therefrom.

              


      

      


      
        	
                Article
      20:

              	
                A
      corporate shareholder of this Company shall have the right to designate a
      number of representatives to be elected as directors and/or supervisor(s)
      of the Company and the right to designate other representatives, owing to
      the duties of the representative, as substitutes or successors of such
      directors or supervisor(s).

              


      

      


      
        	
                Article
      21:

              	
                The
      directors shall form a board of directors.  The board of
      directors shall meet from time to time but at least once per fiscal
      quarter in Taiwan or such other place as the board of directors may
      decide.

              


      

      


      
        	
                Article
      22:

              	
                A
      meeting of the board of directors shall be called by its chairman,
      provided that the initial meeting of each term of the board of directors
      shall be called by the director who receives the number of ballots
      representing the largest number of
votes.

              


      

      


      The
Chairman shall have such duties and responsibilities as may be assigned to him
or her by the Board of Directors.   In the event that the
chairman is on a leave of absence or unable to exercise his power and authority
for any cause, the vice chairman shall act on his behalf.  In the
event that the vice chairman is also on a leave of absence or unable to exercise
his power and authority for any cause, the chairman of the board of directors
shall designate one of the directors to act on his behalf.  In the
absence of such a designation, the directors shall elect from among themselves
an acting chairman of the board of directors.

      


      Each
director of the Company shall have the right to request the chairman to convene
a meeting of the board of directors and submit a list of the subjects/matters to
be discussed with the proposed agenda.  If the chairman does not,
within one week (or within three (3) days for convening an emergency meeting of
the board of directors), comply with such director’s request, the vice-chairman
shall convene the meeting of the board of directors as requested by such
director.

      


      Unless a
higher quorum is required under the applicable laws, attendance by [***] or more
of the all directors of the Company shall be necessary to form a
quorum.  Directors may attend the meeting in person or by a written
proxy.  A director cannot represent more than one absent director for
a meeting of the board of directors.  A director residing in a foreign
country may appoint in writing a shareholder residing within the Republic of
China as his alternate to attend the meetings of the board of directors
regularly provided, however the appointment shall be registered with competent
government authority.

      
        
          
             


          

          
            5

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        



      The
written notice for the meeting of the board of directors shall state the time,
date, location, subjects/matters to be discussed, and the agenda of the meeting,
and shall be sent to each member of the board of directors and the supervisor no
less than ten (10) days prior to the meeting.  Emergency meetings of
the board of directors may be convened from time to time by the chairman or the
vice-chairman by not less than three (3) days notice in writing.  The
notice and agenda shall be prepared in both Chinese and English
language.

      


      The
presence of any director at a meeting (including attendance by means of video
conference) shall constitute a waiver of notice of the meeting set forth in the
aforementioned Paragraph with respect to such director.

      


      All or
any of the directors may participate in a meeting of the board of directors by
means of a video conference which allows all persons participating in the
meeting to see and hear each other.  A director so participating shall
be deemed to be present in person at the meeting and shall be entitled to vote
or be counted in a quorum accordingly.

      


      
        	
                Article
      23:

              	
                On
      all issues to be determined by the board of directors, each director shall
      have one vote.  The chairman of the meeting of the board of
      directors shall not be entitled to a second or casting
      vote.  Unless a higher majority of votes is required under
      applicable laws, the resolution of the board of directors shall be adopted
      by affirmative vote of [***] or more of all directors present at the
      meeting of the board of directors.  The board of directors shall
      prepare written minutes for all actions, determinations and resolutions,
      in both Chinese and English language, taken by each meeting of board of
      directors and a copy thereof sent to each director and supervisor of the
      Company within twenty (20) days of each
meeting.

              


      

      


      Each of
the following actions shall require the approval of the board of directors of
the Company by resolution adopted in accordance with the foregoing Paragraph
unless otherwise provided by the applicable laws or in this Articles of
Incorporation:

      


      (1)           electing
or removing the Chairman or Vice Chairman of the Board of Directors and
appointing or removing the president, the executive vice president or any other
vice presidents of the Company;

       

      (2)           approving
or amending any business plan;

       

      (3)           approving
any issuance of new shares within the authorized capital of the
Company;

       

      (4)           approving
long-term policies of the Company including substantial change in the
organizational structure and business operation of the Company;

      
        
          
             


          

          
            6

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        

      

      (5)           approving
employment terms, including compensation packages, of the president, the
executive vice president and any vice presidents of the Company;

       

      (6)           adopting
or making any material changes to any employee benefit plan, including any
incentive compensation plan;

       

      (7)           entering
into or amending any collective bargaining arrangements or waiving any material
provision or requirement thereof;

       

      (8)           establishing
subsidiaries, opening and closing branch offices, acquiring or selling any
equity interests in another entity/company, establishing new business sites and
closing of existing ones;

       

      (9)           setting
the limits of authorities of various executive positions and approving the
internal chart of authorities;

       

      (10)           approving
any capital expenditures (or group of related capital expenditures) in an amount
equal to or greater than [***] individually or [***] in the aggregate in any one
fiscal quarter;

       

      (11)           borrowing
or lending to, or guaranteeing the obligations of any third party;

       

      (12)           preparing
and submitting the financial statements to the shareholders of the Company for
their approval;

       

      (13)           approving
the pledge or hypothecation on, or the creation of any encumbrance or other
security interest in, the Company’s assets;

       

      (14)           entering
into an agreement for the purchase, transfer, sale or any other disposal of
assets valued at an amount greater than [***];

       

      (15)           entering
into, amending or terminating any material agreement relating to intellectual
property rights or know how;

       

      (16)           establishing,
modifying or eliminating any significant accounting or tax policy, procedure or
principle;

       

      (17)           commencing
or settling any litigation, except routine employment litigation
matters;

       

      (18)           redeeming
or repurchasing shares;

       

      (19)           selecting
attorneys, accountants, auditors and financial advisors for the Company or any
of its subsidiaries;

      
        
          
             


          

          
            7

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        

      

      (20)           prepare
and submit proposals for surplus earning distribution or loss offset for
approval at a meeting of the shareholders;

       

      (21)           making
any material purchase, sale or lease (as lessor or lessee) of any real
property;

       

      (22)           approving
the investment plan of the Company with respect to funds held by the
Company.

       

      (23)           submitting
any matters to the shareholders of the Company for consideration or approval as
may be required by law;

       

      (24)           deciding
other important matters related to the Company that arise other than in the
ordinary course of business; and

       

      (25)           entering
into or terminating an agreement or arrangement between the Company and a
director or where a director has a conflict of interest.

       

      
        	
                Article
      24:

              	
                The
      functions of the supervisor shall
be:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Investigation
      of the business and financial conditions of the
  Company;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Examination
      of the books and documents of the
Company;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Investigation
      of the operations of the Company;
and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Other
      functions prescribed by the laws and regulations of the Republic of
      China.

              


      

      


      
        
          Chapter
V.  Managers

        

      

      


      
        	
                Article
      25:

              	
                The
      Company shall have one (1) president, one (1) executive vice president and
      several managers, all to be appointed or dismissed by the resolution of
      the board of directors.

              


      

      


      
        	
                Article
      26:

              	
                The
      president and the executive vice president shall cooperate in the
      management of all affairs of the Company as instructed or authorized by
      the board of directors.  The function and duties of the
      president and the executive vice president includes, without limitation,
      the following matters:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                appointing
      other officers of the Company;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                monitoring
      the Company’s system of internal accounting
  controls;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                direct
      the preparation of the Company’s manufacturing
  plan;

              


      

      
        
          
             


          

          
            8

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        



      
        	
                 
      

              	
                (4)

              	
                once
      a year, propose the annual business plan of the Company to the board of
      directors; and

              


      

      


      
        	
                 
      

              	
                (5)

              	
                determine
      the recruit, number, position and compensation of the employees, and the
      employee policies .

              


      

      


      
         
Chapter
VI.  Accounting

      

      


      
        	
                Article
      27:

              	
                The
      fiscal year of the Company shall be from January 1st
      to December 31st.  Annual
      closing of books shall be made at the closing date/end of each fiscal
      year.  The accounts of the Company shall be kept in accordance
      with the applicable laws of the Republic of
  China.

              


      

      


      
        	
                Article
      28:

              	
                At
      the end of each fiscal year, the board of directors shall prepare the
      following reports, and forward them on to the supervisor(s) for
      examination thirty (30) days prior to the annual meeting of the
      shareholders:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Report
      on operations;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Financial
      Statements; and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Proposals
      concerning the surplus earning distribution or loss
  offset.

              


      

      


      
        	
                Article
      29:

              	
                After
      having paid all taxes, and covering all pasts losses, a legal reserve of
      ten percent (10%) shall be set aside from net profit of the Company for
      each fiscal year.  Thereafter, the remainder of the profit, if
      any, after providing for any other special reserves or reserves for
      certain undistributed earnings for business purposes, shall collectively
      with any undistributed surplus earnings from previous fiscal years, be
      included in a surplus earning distribution plan submitted by the Board of
      Directors for approval at a shareholders’
  meeting.

              


      

      


      
        	
                 
      

              	
                The
      Company shall set aside {***] from the remaining profit for distribution
      as employee bonus, including qualified employees of subsidiaries of the
      Company under terms as determined by the Board of Directors of the
      Company.  The amount set aside for employee bonus shall be an
      expense to the Company for such fiscal
year.

              


      

      


      
        	
                Article
      30:

              	
                Dividends
      will be paid only to those shareholders whose names are recorded on the
      shareholders’ register on the date fixed as record date for the purpose of
      distributing dividends in proportion to their holding
      percentages.

              


      

      


      
         
Chapter
VII.   Supplementary Provisions

         

      

      
        	
                Article
      31:

              	
                Provisions
      of the Company Law shall be referred to for matters not
  

              


        
          
             


          

          
            9

            
              

            

          

          
             


            
              [TRANSLATION FROM
CHINESE] 

              


            

          

        



      
        	
                 

              	
                provided
      for in this Articles of
Incorporation.

              


      

      


      
        	
                Article
      32:

              	
                These
      Articles of Incorporation were agreed upon on
      [       ].

              	
                 

              


      

       

      (Meiya
Technology Corporation)

      


      
        (Chairman
of the Board):[         
]

         

      

      
        10