q308exhibit10-53.htm


    
      EXHIBIT 10.53


      


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


      


      NTC/MICRON
CONFIDENTIAL



      SUPPLY
AGREEMENT

       

      This
SUPPLY AGREEMENT, is made and entered into as of this 6th day of June, 2008 (the
“Closing Date”), by and
among Micron Technology, Inc., a Delaware corporation (“Micron”), Nanya Technology
Corporation (Nanya
Technology Corporation [Translation from Chinese]) (“NTC” and, together with
Micron, the “Purchasers”), a company
incorporated under the laws of the Republic of China (“ROC” or “Taiwan”) and MeiYa Technology
Corporation (MeiYa
Technology Corporation [Translation from Chinese]), a company
incorporated under the laws of the ROC (the “Joint Venture
Company”).

       

      RECITALS

       

      A.           The
Joint Venture Company is engaged in the manufacturing of Stack DRAM Products (as
defined hereinafter).

       

      B.           
Micron, NTC and the Joint Venture Company (each, a “Party” and collectively, the
“Parties”) desire the
Joint Venture Company to supply Conforming Wafers (as defined hereinafter)
and Secondary Silicon (as defined hereinafter) to Micron and NTC in
accordance with the Output Percentages (as defined hereinafter) of MNL
(as defined hereinafter) and NTC, respectively, upon the terms and subject to
the conditions set forth in this Agreement.

       

      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;
CERTAIN INTERPRETIVE MATTERS

       

      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, or is controlled by, or is under
common control with such specified Person; and the term “affiliated” has a meaning
correlative to the foregoing.

       

      “Agreement” means this Supply
Agreement.

      
        
          
            
               

               

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

       

      “Audited Purchaser” shall have
the meaning set forth in Section
5.3(c).

       

      “Boundary Conditions” means,
with respect to any fab, a requirement that, at any point in time:

       

      (a)           there
shall be [***] qualified Process Nodes in use for the manufacture of Stack DRAM
Products; provided that
at such fab there also may be [***] unqualified Process Node in use for setup,
engineering and testing purposes so long as such unqualified Process Node is not
in use for the manufacture of Stack DRAM Products for eventual resale to end
customers of either Purchaser;

       

      (b)           such
fab shall manufacture Stack DRAM Products with [***] Design IDs for Micron;
and

       

      (c)           such
fab shall manufacture Stack DRAM Products with [***] Design IDs for
NTC.

       

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

       

      “Conforming Ratio” means for
any given period of time, the quotient, expressed as a percentage, of
(a) the number of Conforming Wafers produced during such period of time,
divided by (b) the number of Conforming Wafers and Secondary Silicon
produced during such period of time.

       

      “Conforming Wafer” means a
wafer containing Stack DRAM Products that has a minimum Die Yield of [***]% and
meets the applicable Specifications.

       

      “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.

       

      “Cycle-Time” means the time
required to process a wafer through a portion of the manufacturing process or
through the manufacturing process as a whole.

       

      “Demand Forecast” shall have
the meaning set forth in Section
3.1(a).

      
        
          
            
               

               

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      “Delivery Month” shall have the
meaning set forth in Schedule
4.8.

       

      “Design ID” means a part number
that is assigned to a unique Stack DRAM Design of a particular Stack DRAM
Product, which may include a number or letter designating a specific device
revision.

       

      “Design SOW” means
[***].

       

      “Die Yield” means the quotient,
expressed as a percentage, of (a) the number of Stack DRAM Products in die form
that are manufactured on a wafer and that meet the applicable
Specifications at
the time of Probe Testing, divided by (b) the maximum number of  such
die that could be manufactured on such wafer to meet the applicable
Specifications using the applicable Process Node.

       

      “Environmental Laws” means any
and all laws, statutes, rules, regulations, ordinances, orders, codes or binding
determinations of any Governmental Entity pertaining to the environment in any
and all jurisdictions in which the Joint Venture Company’s fabs are 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.

       

      “Excursion” means a performance
deviation during the production process that is outside normal behavior, as
defined by historical performance or as established by a Purchaser and the Joint
Venture Company in writing in the applicable Specifications, which may impact
performance, Quality and Reliability or such Purchaser’s customer delivery
commitments for Stack DRAM Product from Conforming Wafers.

       

      “Fab Yield” means, for any
given period of time, the quotient, expressed as a percentage, of (a) the number
of Conforming Wafers produced during such period of time, divided by (b) the
number of all wafers produced during such period of time.

       

      “Final Price Adjustment Memo”
shall have the meaning set forth in Section
4.8(b).

       

      “Fiscal Month” means any of the
twelve financial accounting months within the Fiscal Year.

       

      “Fiscal Quarter” means any of
the four financial accounting quarters within the Fiscal Year.

       

      “Fiscal Year” means the fiscal
year of the Joint Venture Company for financial accounting
purposes.

       

      “Force Majeure Event” means the
occurrence of an event or circumstance beyond the reasonable control of the
Party and includes:  (a) explosions, fires, flood, earthquakes,
catastrophic weather conditions, or other elements of nature or acts of God; (b)
acts of war (declared or undeclared), acts of terrorism, insurrection, riots,
civil disorders, rebellion or sabotage; (c) acts of Governmental Entities; (d)
labor disputes, lockouts, strikes or other industrial action, whether direct or
indirect and whether lawful or unlawful; (e) failures or fluctuations in
electrical power or telecommunications service or equipment; and (f) delays


      
        
          
            
               

               

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      caused by
another Party’s or Third-Party nonperformance (except for delays caused by a
Party’s subcontractors or agents).

       

      “GAAP” means generally accepted
accounting principles.

       

      “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.

       

      “Hazardous Substances” means
any asbestos, any flammable, explosive, radioactive, hazardous, toxic,
contaminating, polluting matter, waste or substance, including any material
defined or designated as a hazardous or toxic waste, material or substance, or
other similar term, under any Environmental Laws in effect or that may be
promulgated in the future.

       

      “Indemnified Losses” mean all direct,
out-of-pocket liabilities, damages, losses, costs and expenses (including
reasonable attorneys’ and consultants’ fees and expenses).

       

      “Indemnified Party” means
Micron, NTC or any of their respective Subsidiaries.

       

      “JDP Agreement” means that
certain JDP 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
Micron and NTC 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.

       

      “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 the preamble to this Agreement.

       

      “[***] Report” shall have the
meaning set forth in Section
3.2(a).

       

      “Joint Venture Documents” means
the Master Agreement and each of the agreements listed on Schedules 2.1 through
2.5 of the
Master Agreement Disclosure Letter.

       

      “JVC” shall have the meaning
set forth in Schedule
4.8.

       

      “Manufacturing Capacity” means,
with respect to each of the Joint Venture Company’s fabs, the total work minutes
available for each Process Node being manufactured at such fab.

       

      “Manufacturing Committee” means
the manufacturing committee established by NTC and MNL pursuant to Section 7.2(b)(i) of
the Joint Venture Agreement.

       

      “Manufacturing Plan” shall have
the meaning set forth in the Joint Venture Agreement.

      
        
          
            
               

               

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      “Master Agreement” means that
certain Master Agreement between NTC and Micron, dated as of April __,
2008.

       

      “Master Agreement Disclosure
Letter” means that certain Master Agreement Disclosure Letter between NTC
and Micron, dated as of April ___, 2008, containing the schedules required by
the provisions of the Master Agreement.

       

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

       

      “Micron Term” shall have the
meaning set forth in Section
10.1(a).

       

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

       

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

       

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

       

      “NTC Term” shall have the
meaning set forth in Section
10.1(b).

       

      “[***]Report” shall have the meaning
set forth in Section
3.2(b).

       

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

       

      “Party” and “Parties” shall have the meanings
set forth in Recital B to this Agreement.

       

      “Performance
Criteria” means the factors of [***] as set forth in the
Manufacturing Plan in effect from time to time.

       

      “Permitted Disclosures” shall
have the meaning set forth in Section
3.4(a).

       

      “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.

       

      “Planning Forecast” shall have
the meaning set forth in Section
3.1(b).

       

      “[***]
Price”
means[***].

       

      “Price” or “Pricing” means the calculation
set forth on Schedule
4.8.

       

      “[***]Report” shall have the meaning
set forth in Section
3.2(c).

       

      “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,
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      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.

       

      “Probe Yield” means, with
respect to any period of time, the quotient, expressed as a percentage, of (a)
the number of Stack DRAM Products in die form meeting the applicable
Specifications during such period of time, divided by (b) the number of die
probed (excluding the number of die contained on scrapped wafers) during such
period of time.

       

      “Proforma Invoice” shall have
the meaning set forth in Section
4.8(a).

       

      “Process Node” means
[***].

       

      “Proposed Loading Plan” shall
have the meaning set forth in Section
3.1(c).

       

      “Purchase Order” shall have the
meaning set forth in Section
4.3.

       

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

       

      “Quality and Reliability” means
the quality and reliability standards for Conforming Wafers as set forth in the
Specification or the Manufacturing Plan.

       

      “Recoverable Taxes” shall have
the meaning set forth in Section
4.7(a).

       

      “Restriction Period” means,
with respect to any Segregated Employee, the period of time beginning on the
date such Person becomes a Segregated Employee and ends on the date that is
[***] months after the date such Person is no longer a Segregated
Employee.

       

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

       

      “Secondary Silicon” means a
wafer that fails to meet the applicable Specifications or a minimum Die Yield of
[***]%, provided that
such wafer otherwise conforms to the applicable Secondary Silicon Specifications
and has a minimum Die Yield of [***]% or such other minimum Die Yield as the
Parties may mutually agree.

       

      “Secondary Silicon
Specifications” means those specifications used to describe,
characterize, and define the quality and performance of Secondary Silicon, as
such specifications may be determined from time to time by the
Parties.

       

      “Segregated Employees” means
[***].

       

      “Shared Design ID Wafers” means
all wafers with the same Design ID that are intended to be sold to both Micron
and NTC in a particular Fiscal Month.

       

      “Ship Lot Line Yield” means,
[***].

       

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

      
        
          
            
               

               

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      “Specifications” means those
specifications used to describe, characterize, and define the quality and
performance of the applicable Conforming Wafer (or of the die thereon, as
applicable), as such specifications may be determined from time to time by the
Parties.

       

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

       

      “Stack DRAM Design” 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.

       

      “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.

       

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

       

      “Taiwan GAAP” means GAAP used
in the ROC, as in effect from time to time, consistently applied for all periods
at issue.

       

      “Technology Transfer Agreement”
means that certain Technology Transfer Agreement between NTC, Micron and the
Joint Venture Company referred to on Schedule 2.5 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.

       

      “TTA 68-50” means that certain
Technology Transfer Agreement for 68-50 nm Process Nodes between Micron and the
Joint Venture Company referred to on Schedule 2.4 of the
Master Agreement Disclosure Letter.

       

      “US GAAP” means GAAP used in
the United States, as in effect from time to time, consistently applied for all
periods at issue.

       

      “Wafer Start” means the
initiation of manufacturing services with respect to a wafer.

      
        
          
            
               

               

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      “Warranty Claim Period” shall
have the meaning set forth in Section
6.2.

       

      “WIP” means work in process at
any of the Joint Venture Company’s fabs, including all wafers in wafer
fabrication and sort and all completed Conforming Wafers and Secondary Silicon
not yet delivered to a Purchaser.

       

      “WIP Data” means in line
inventory data, including wafer numbers, lot numbers, unit volumes, wafer
volumes, Cycle-Times, Die Yield, Fab Yield, Probe Yield and Ship Lot Line
Yield.

       

      “WSTS Forecast” means the
forecast of semiconductor prices prepared by WSTS, Inc.

       

      1.2           Certain Interpretive
Matters.

       

      (a)           Unless
the context requires otherwise, (i) all references to Sections, Articles,
Exhibits, Appendices or Schedules are to Sections, Articles, Exhibits,
Appendices or Schedules of or to this Agreement, (ii) each accounting term not
otherwise defined in this Agreement (A) with respect to Micron, has the meaning
commonly applied to it in accordance with US GAAP, and (B) with respect to NTC
and the Joint Venture Company, has the meaning commonly applied to it in
accordance with Taiwan GAAP, (iii) words in the singular include the plural and
vice versa, (iv) the term “including” means “including
without limitation,” and (v) 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, and
all references to “quarter(ly),” “month(ly)” or “year(ly)” mean Fiscal Quarter,
Fiscal Month or Fiscal Year, respectively, unless the context requires
otherwise.

       

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

       

      ARTICLE
2

      OBLIGATIONS OF THE JOINT
VENTURE COMPANY;

      PROCESSES AND
CONTROLS

       

      2.1           General
Obligations.  The Joint Venture Company shall:

       

      (a)           manufacture
Conforming Wafers for each Purchaser in accordance with (i) the Boundary
Conditions and (ii) the Manufacturing Plan and applicable Specifications
developed in response to the Demand Forecasts provided by such Purchaser to the
Joint Venture Company in accordance with Article
3;

       

      (b)           supply
Conforming Wafers and Secondary Silicon to each Purchaser in accordance with the
purchasing process set forth in Article
4;

      
        
          
            
               

               

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      (c)           provide
and develop fabs and operations to meet Manufacturing Capacity according to the
Manufacturing Plan in effect from time to time and the obligations set forth
herein; and

       

      (d)           operate
its fabs so that Stack DRAM Product output from any one fab does not differ
materially from that of any other fab as to the Specifications and Performance
Criteria.

       

      2.2           Process; Design
Information.

       

      (a)           Micron
agrees to provide to the Joint Venture Company:  (i) such process
technology or information as is required to be disclosed under the TTA 68-50 and
the Technology Transfer Agreement; and (ii) design information reasonably
required to manufacture the Conforming Wafers for each Stack DRAM Product to be
purchased by Micron pursuant to this Agreement.

       

      (b)           NTC
agrees to provide to the Joint Venture Company:  (i) such process
technology or information as is required to be disclosed under the Technology
Transfer Agreement; and (ii) design information reasonably required to
manufacture the Conforming Wafers for each Stack DRAM Product to be purchased by
NTC pursuant to this Agreement.

       

      (c)           Unless
the Purchasers mutually agree otherwise, [***].

       

      2.3           Control;
Processes.  The Parties shall review the Joint Venture
Company’s control and process mechanisms, including such mechanisms that are
utilized to ensure that all parameters of the Specifications and Performance
Criteria are met or exceeded in the Joint Venture Company’s manufacture of
Conforming Wafers.  The Parties agree to work together in good faith
to define mutually agreeable control and process mechanisms, including the
following:  [***].

       

      2.4           Production
Masks.  Until a second source for masks is qualified by the JDP
Committee for the 68 nm Process Node or 50 nm Process Node or a particular Stack
DRAM Product pursuant to Section 3.7 of the
JDP Agreement, and then except to the extent of such qualification, the Joint
Venture Company shall order all masks required under this Agreement from
[***].  Upon the qualification of a second source for masks for a
particular Process Node or Stack DRAM Product by the JDP Committee in accordance
with Section
3.7 of the JDP Agreement, the Joint Venture Company shall comply with the
instructions from time to time of the Manufacturing Committee with regards to
whether such qualified second source or [***] will be used to create, maintain,
repair and replace the masks required for such Process Nodes or Stack DRAM
Products under this Agreement.  The Joint Venture Company shall have
possession, but not ownership of any underlying copyrights, mask works or other
intellectual property, of any physical production masks which the Joint Venture
Company obtains in accordance with this Section
2.4.

       

      2.5           Designation of
WIP.

       

      (a)           WIP Associated With Shared
Design ID Wafers.  The Joint Venture Company shall ensure that
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      purchased
by both Purchasers is designated for both Purchasers from Wafer Start, and the
Conforming Wafers and Secondary Silicon resulting therefrom shall be allocated
to the Purchasers in proportion to, in the case of Micron, MNL’s Output
Percentage and, in the case of NTC, its Output Percentage.

       

      (b)           Other
WIP.  The Joint Venture Company shall ensure that WIP at its
fabs associated with Conforming Wafers other than Shared Design ID Wafers to be
purchased by a Purchaser is designated for such Purchaser from Wafer
Start.

       

      2.6           Subcontractors.  The
Joint Venture Company may utilize subcontractors, subject to all subcontractors
being approved by the Purchasers, which approval shall not be unreasonably
withheld or delayed.  The Joint Venture Company shall ensure that all
contracts with subcontractors (a) shall provide the Joint Venture Company with
the same level of access and controls as the Joint Venture Company provides to
the Purchasers in this Agreement and (b) contain customary nondisclosure
obligations in a form reasonably acceptable to the Purchasers.

       

      2.7           [***].  In
addition to the [***] Report and the monthly review requirements set forth in
Section 3.3,
the Joint Venture Company shall promptly notify each Purchaser of
[***].

       

      2.8           Traceability; Data
Retention.  The Parties shall review the Joint Venture
Company’s (i) [***]process and producing the WIP Data and (ii) data retention
policy in regards to the WIP Data.  The Joint Venture Company agrees
to maintain the WIP Data for a minimum of [***].

       

      2.9           Access to WIP
Data.  The Joint Venture Company shall provide each Purchaser
with full access to its respective WIP Data (including with respect to Shared
Design ID Wafers) [***].

       

      2.10           Additional Customer
Requirements.

       

      (a)           Micron
shall inform the Joint Venture Company in writing of any supplier requirements
of any Micron customer relating to any of the Joint Venture Company’s fabs at
which Stack DRAM Product is manufactured for Micron.  Micron and the
Joint Venture Company shall work together in good faith to satisfy such
requirements.

       

      (b)           NTC
shall inform the Joint Venture Company in writing of any supplier requirements
of any NTC customer relating to any of the Joint Venture Company’s fabs at which
Stack DRAM Product is manufactured for NTC.  NTC and the Joint Venture
Company shall work together in good faith to satisfy such
requirements.

       

      2.11           Statement Regarding
Anticipated Share of Manufacturing Capacity.  No later than
[***] days prior to the beginning of each Fiscal Quarter, the Joint Venture
Company shall deliver to each Purchaser a statement setting forth such
Purchaser's anticipated share of the Manufacturing Capacity of the Joint Venture
Company at each of the Joint Venture Company’s fabs for each of the upcoming
[***] Fiscal Quarter, based on, in the case of Micron, MNL’s Output Percentage
(subject to change from time to time in accordance with the Joint Venture
Agreement) and, in the case of NTC, its Output Percentage (subject to change
from time to time in accordance with the Joint Venture Agreement), on
[***].  Such statement shall include [***].

      
        
          
            
               

               

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      ARTICLE
3

      PLANNING MEETINGS AND
FORECASTS;

      PERFORMANCE REVIEWS AND
REPORTS

       

      3.1           Planning and
Forecasting.

       

      (a)           At
a point in each Fiscal Quarter as agreed by the Parties, each Purchaser shall
provide the Joint Venture Company with a written non-binding forecast of such
Purchaser’s demand (a “Demand
Forecast”) for the next [***] Fiscal Quarters or as may be otherwise
agreed by the Parties.  All Demand Forecasts (i) shall include [***]
and (ii) shall be [***].

       

      (b)           The
Joint Venture Company shall furnish each Purchaser with a written response
within [***] Business Days of receiving such Purchaser’s Demand Forecast,
indicating its Manufacturing Capacity during the period covered by such Demand
Forecast and [***] outlined in such Demand Forecast that the Joint Venture
Company can commit to deliver.  This written response (the “Planning Forecast”) shall
include:

       

      (i)        
   [***]; and

       

      (ii)           forecasted
[***].

       

      (c)           Based
on the Planning Forecasts, the Joint Venture Company shall develop a [***]
Fiscal Quarter proposed loading plan [***] for such period (“Proposed Loading Plan”). The
Joint Venture Company shall provide each Purchaser with the Proposed Loading
Plan at least [***] Business Days prior to its review by the Manufacturing
Committee.

       

      (d)           The
Joint Venture Company shall submit the Proposed Loading Plan, Planning Forecasts
and other requested information to the Manufacturing Committee for
endorsement.  Once endorsed by the Manufacturing Committee, the
Proposed Loading Plan shall become part of the Manufacturing Plan.

       

      3.2           Monthly
Reports.

       

      (a)           [***]
Reports.  [***], the Joint Venture Company shall deliver to
each Purchaser a report (each, a “[***] Report”) which shall
include:

       

      (i)       
    [***];

       

      (ii)           [***];
and

       

      (iii)          [***].

       

      Neither
Purchaser will use or disclose the [***] Reports, or the contents thereof,
received by such Purchaser in contravention of any Applicable Law.

       

      (b)         
 [***]
Report.  Within [***] days after the end of each Fiscal Month,
the Joint Venture Company shall deliver to each Purchaser a report (the “[***] Report”), which shall
include:

      
        
          
            
               

               

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      (i)          
 a comparison [***];

       

      (ii)           a
comparison of [***];

       

      (iii)          a
description of [***]; and

       

      (iv)          a
description of [***];

       

      (c)           [***]
Reports.  Within [***] days after the end of each Fiscal Month,
each Purchaser shall deliver to the Joint Venture Company a report (each, a
“[***] Report”), [***]
delivered to such Purchaser during the Delivery Month just ended.  The
Joint Venture Company will not use or disclose the [***] Reports, or the
contents thereof, received by the Joint Venture Company in contravention of any
Applicable Law.

       

      3.3           Performance
Reviews.

       

      (a)           The
Parties shall hold a monthly meeting, the primary purposes of which shall be to
review and discuss the most recent [***] Report and the Performance Criteria and
to mutually agree on operational adjustments if necessary.

       

      (b)           Each
Purchaser (separately) and the Joint Venture Company shall hold a monthly
meeting to review and discuss (i) at the election of such Purchaser, the most
recent [***] Report received by such Purchaser, and (ii) at the election of the
Joint Venture Company, the most recent [***] Report delivered by such
Purchaser.

       

      (c)           The
monthly meetings required by this Section 3.3 shall be
held on dates to be agreed to by the Parties intended to attend such meetings;
provided that (i) the
meeting required by Section 3.3(a) shall
not be held prior to the delivery of the [***] Report by the Joint Venture
Company, and (ii) the meetings required by Section 3.3(b) shall
not be held prior to the delivery of the [***] Report and the applicable [***]
Report by the Joint Venture Company and the delivery of the [***] Report by the
applicable Purchaser.

       

      3.4           Restrictions on Access to
Pricing Information; Nonsolicitation of Segregated
Employees.

       

      (a)           Joint Venture Company
Restrictions on Access to Information Related to Pricing.  The
Joint Venture Company shall prevent any Person that is not a Segregated Employee
from obtaining access to the Pricing information (including the [***] Reports),
or the data from which Pricing information is derived, delivered to, or created
by, the Joint Venture Company under this Agreement, except that the Joint
Venture Company may provide (i) a Purchaser with its [***] Reports and the
Proforma Invoices and Final Price Adjustment Memos delivered to such Purchaser
under Section
4.8, and the data from which such [***] Reports, Proforma Invoices or
Final Price Adjustment Memos are derived, and (ii) any independent Third Party
auditor acting as contemplated by Section 5.3 with such
information as such auditor may request that is reasonably relevant to the
applicable inspection and audit (the items in clauses (i) and (ii) being
referred to as the "Permitted
Disclosures").  Without limiting the generality of the
foregoing, the Joint Venture Company shall (x) develop, maintain, implement and
enforce policies that (A) prohibit all Segregated Employees from disclosing, or
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      Pricing
information (including the [***] Reports) to Persons that are not Segregated
Employees, other than the Permitted Disclosures and (B) require all Segregated
Employees to store all physical files related to Pricing (including the [***]
Reports) in secure locations that are not accessible by non-Segregated
Employees, (y) segregate the office space of the Segregated Employees from other
employees of the Joint Venture Company, and (z) maintain all electronic files
containing Pricing information (including the [***] Reports) in confidential
password protected files.  Neither Purchaser shall take any action
that reasonably should be expected to cause the Joint Venture Company to violate
this Section
3.4.

       

      (b)           Even
if permitted under Section 4.19 of the
Master Agreement, the Purchasers shall not, and shall cause their respective
Affiliates not to, directly or indirectly recruit, solicit or hire, or make
arrangements to recruit, solicit or hire, any current or former Segregated
Employee during the Restriction Period.

       

      ARTICLE
4

      PURCHASE AND SALE OF
PRODUCTS

       

      4.1           Product
Quantity.

       

      (a)           Micron
shall purchase from the Joint Venture Company all of the Conforming Wafers
manufactured using MNL’s Output Percentage (as the same may change from time to
time) of the aggregate Manufacturing Capacity of the Joint Venture
Company.

       

      (b)           NTC
shall purchase from the Joint Venture Company all of the Conforming Wafers
manufactured using NTC’s Output Percentage (as the same may change from time to
time) of the aggregate Manufacturing Capacity of the Joint Venture
Company.

       

      (c)           Notwithstanding
anything in Sections
4.1(a) and 4.1(b) to the
contrary, the Joint Venture Company shall manufacture and deliver Conforming
Wafers in quantities other than as contemplated by Sections 4.1(a) and
4.1(b) upon
receiving, and in accordance with, joint written instructions from the
Purchasers setting forth a new allocation of Conforming Wafers between the
Purchasers.  If the Purchasers deliver to the Joint Venture Company
joint written instructions setting forth a maximum number of wafers that the
Joint Venture Company may start or produce in specified time periods, the Joint
Venture Company shall not exceed such starts or production during such time
periods.

       

      4.2           Secondary Silicon and
Scrapped Wafers.

       

      (a)           At
the direction and option of Micron, the Joint Venture Company shall deliver to
Micron all Secondary Silicon produced by the Joint Venture Company (i) from
wafers designated from Wafer Start for Micron in accordance with Section 2.5 and (ii)
in the case of Shared Design ID Wafers, the portion thereof allocated to Micron
in accordance with Section
2.5.  At the direction and option of Micron, the Joint Venture
Company shall deliver to Micron all scrapped wafers produced by the Joint
Venture Company (x) from wafers designated from Wafer Start for Micron in
accordance with Section 2.5 and (y)
in the case of Shared Design ID Wafers, the portion thereof allocated to Micron
in accordance with Section
2.5.

      
        
          
            
               

               

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      (b)           At
the direction and option of NTC, the Joint Venture Company shall deliver to NTC
all Secondary Silicon produced by the Joint Venture Company (a) from wafers
designated from Wafer Start for NTC in accordance with Section 2.5 and (b)
in the case of Shared Design ID Wafers, the portion thereof allocated to NTC in
accordance with Section
2.5.  At the direction and option of NTC, the Joint Venture
Company shall deliver to NTC all scrapped wafers produced by the Joint Venture
Company (x) from wafers designated from Wafer Start for NTC in accordance with
Section 2.5 and
(y) in the case of Shared Design ID Wafers, the portion thereof allocated to NTC
in accordance with Section
2.5.

       

      4.3           Placement of Purchase
Orders.  Prior to the commencement of every Fiscal Quarter or
another time period agreed by the Parties in conjunction with the planning cycle
specified in Article
3, each Purchaser shall place a non-cancelable blanket purchase order in
writing (via e-mail or facsimile transmission) for the quantity, by Design ID,
of Conforming Wafers to be supplied to it by the Joint Venture Company in the
upcoming Fiscal Quarter as indicated in the Manufacturing Plan (each such order,
a “Purchase
Order”).  [***]  The terms and conditions of this
Agreement supersede the terms and conditions contained in any Party’s sales or
purchase documentation provided in connection herewith unless expressly agreed
otherwise in a writing signed by each Party.

       

      4.4           Shortfall; Excess
Output.

       

      (a)           The
Joint Venture Company shall immediately notify the applicable Purchaser in
writing of any inability to meet a Purchase Order commitment to such
Purchaser.  In such an event, such Purchaser shall accept delivery of
such lesser quantities the Joint Venture Company is able to ship and issue to
the Joint Venture Company a revised Purchase Order to account for such
shortfall.

       

      (b)           The
Joint Venture Company shall immediately notify the applicable Purchaser in
writing if the output to be purchased by such Purchaser under this Agreement
will exceed, for any Design ID, the quantity of Conforming Wafers contained in
such Purchaser’s Purchase Order.  In such an event, such Purchaser
shall accept delivery of the additional quantities and issue to the Joint
Venture Company a supplementary Purchase Order to cover such
excess.

       

      4.5           Acceptance of Purchase
Order.  Each Purchase Order that (a) is consistent with the
Boundary Conditions, (b) corresponds to the Manufacturing Plan in the manner
contemplated by Section 4.3, and (c)
is otherwise free of errors, shall be deemed accepted by the Joint Venture
Company upon receipt and shall be binding on the Joint Venture Company and the
applicable Purchaser to the extent not inconsistent with the Boundary Conditions
and the Manufacturing Plan.

       

      4.6           Content of Purchase
Orders.  Each Purchase Order shall specify the following
items:

       

      (a)           the
Purchase Order number;

       

      (b)           the
Design ID of each Conforming Wafer;

      
        
          
            
               

               

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      (c)           by
Design ID, [***];

       

      (d)           by
Design ID, [***];

       

      (e)           by
Design ID, [***];

       

      (f)        
   by Design ID, the requested delivery date;

       

      (g)           by
Design ID, the place of delivery; and

       

      (h)           other
terms (if any).

       

      The Joint
Venture Company will not use or disclose the Purchaser Orders, or the contents
thereof, received by the Joint Venture Company in contravention of any
Applicable Law.

       

      4.7           Taxes.

       

      (a)           General.  All
sales, use and other transfer taxes imposed directly on or solely as a result of
the supplying of Conforming Wafers and Secondary Silicon to a Purchaser and the
payments therefore provided herein shall be stated separately on the Joint
Venture Company’s Proforma Invoices and Final Price Adjustment Memos, collected
from such Purchaser and shall be remitted by the Joint Venture Company to the
appropriate tax authority (“Recoverable Taxes”), unless
such Purchaser provides valid proof of tax exemption prior to the effective date
of the transfer of the Conforming Wafers and Secondary Silicon or otherwise as
permitted by Applicable Law prior to the time the Joint Venture Company is
required to pay such taxes to the appropriate tax authority.  When
property is delivered and/or services are provided, or the benefit of services
occurs, within jurisdictions in which collection of taxes from a Purchaser and
remittance of taxes by the Joint Venture Company is required by Applicable Law,
the Joint Venture Company shall have sole responsibility for payment of said
taxes to the appropriate tax authorities.  In the event such taxes are
Recoverable Taxes and the Joint Venture Company does not collect tax from such
Purchaser, or pay such taxes to the appropriate governmental entity on a timely
basis, and is subsequently audited by any tax authority, liability of such
Purchaser shall be limited to the tax assessment for such Recoverable Taxes with
no reimbursement for penalty or interest charges or other amounts incurred in
connection therewith.  Notwithstanding anything herein to the
contrary, taxes other than Recoverable Taxes shall not be reimbursed by either
Purchaser, and each Party is responsible for its own respective income taxes
(including franchise and other taxes based on net income or a variation
thereof), taxes based upon gross revenues or receipts and taxes with respect to
general overhead, including business and occupation taxes, and such taxes shall
not be Recoverable Taxes.

       

      (b)           Withholding
Taxes.  In the event that a Purchaser is prohibited by
Applicable Law from making payments to the Joint Venture Company unless such
Purchaser deducts or withholds taxes therefrom and remits such taxes to the
local taxing jurisdiction, then such Purchaser shall duly withhold and remit
such taxes and shall pay to the Joint Venture Company the remaining net amount
after the taxes have been withheld.  Such taxes shall not be
Recoverable Taxes and such Purchaser shall not reimburse the Joint Venture
Company for the amount of such taxes withheld.

      
        
          
            
               

               

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      4.8           Invoicing;
Payment.

       

      (a)           Along
with each delivery of Conforming Wafers to a Purchaser, the Joint Venture
Company shall invoice such Purchaser for the Preliminary Price of the Conforming
Wafers contained in such delivery (a “Proforma
Invoice”).

       

      (b)           According
to schedules agreed upon by the Joint Venture Company and each respective
Purchaser, but in no case more than [***] days after the end of each Delivery
Month, the Joint Venture Company shall issue a credit or debit memo (the "Final Price Adjustment Memo")
as appropriate to such Purchaser in an amount equal to the difference between
(i) [***].  Any Secondary Silicon delivered to a Purchaser during such
Delivery Month shall be [***] to such Purchaser.  Any scrapped wafers
delivered to a Purchaser during such Delivery Month shall be [***] to such
Purchaser.

       

      (c)           Except
as otherwise specified in this Agreement, each Purchaser shall pay the Joint
Venture Company for the amounts due and owing by, and duly invoiced in a
Proforma Invoice or a Final Price Adjustment Memo to, such Purchaser within
[***] days following delivery to such Purchaser of both the Proforma Invoice and
Final Price Adjustment Memo therefor.  All amounts owed under this
Agreement are stated, calculated and shall be paid in United States
Dollars.

       

      4.9           Payment to
Subcontractors.  The Joint Venture Company shall be responsible
for, and shall hold the Purchasers harmless from and against, any and all
payments to the vendors or subcontractors the Joint Venture Company utilizes in
the performance of this Agreement.

       

      4.10          Delivery; Title; Risk of
Loss.  In order to ensure timely and complete shipment of
Conforming Wafers and Secondary Silicon to the Purchasers, the Joint Venture
Company shall pay all shipping charges, insurance, taxes, customs charges and
any fees and duties in connection with such shipment.  The Joint
Venture Company shall hold title to, and risk of loss of, Conforming Wafers and
Secondary Silicon under this Agreement until tender to the carrier in Taiwan,
when title and risk of loss and damage to Conforming Wafers and Secondary
Silicon shall transfer to the applicable Purchaser.

       

      4.11          Packaging.  All
shipment packaging of the Conforming Wafers and Secondary Silicon shall be in
conformance with the Specifications, the applicable Purchaser’s reasonable
instructions and general industry standards, and shall be resistant to damage
that may occur during transportation.  Marking on the packages shall
be made by the Joint Venture Company in accordance with the applicable
Purchaser’s reasonable instructions.

       

      4.12          Shipment.  All
Conforming Wafers and Secondary Silicon shall be prepared for shipment in a
manner that:  (a) follows good commercial practice; (b) is
acceptable to common carriers for shipment at the lowest rate; and (c) is
adequate to ensure safe arrival.  The Joint Venture Company shall mark
all containers with (w) necessary lifting, handling and shipping information;
(x) Purchase Order number; (y) date of shipment; and (z) the name of the
applicable Purchaser.  If no instructions are given, the Joint Venture
Company shall select the most price effective carrier, given the time
constraints known to the Joint Venture Company.  At a Purchaser’s
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      Wafers
and Secondary Silicon to such Purchaser’s customers, contractors or
vendors.  Such shipment service may be provided by a subcontractor to
the Joint Venture Company provided that title remains with the Joint Venture
Company and then passes to such Purchaser upon tender to the
carrier.

       

      4.13          Customs
Clearance.  Upon a Purchaser’s request, the Joint Venture
Company shall promptly provide such Purchaser with a statement of origin, and
applicable customs documentation, for Conforming Wafers and Secondary Silicon
wholly or partially manufactured outside of the country of import.

       

      ARTICLE
5

      VISITATIONS;
AUDITS

       

      5.1           Visits.  The
Joint Venture Company shall accommodate each Purchaser’s reasonable requests for
visits to the Joint Venture Company’s fabs and for meetings for the purpose of
reviewing performance of production of Conforming Wafers, including requests for
further information and assistance in troubleshooting performance
issues.

       

      5.2           Audit.  A
Purchaser’s representatives and key customer representatives, upon such
Purchaser’s request, shall be allowed to visit the Joint Venture Company’s fabs
during normal working hours upon reasonable advanced written notice to the Joint
Venture Company for the purposes of monitoring production processes and
compliance with any requirements set forth in this Agreement applicable to the
supply to such Purchaser and the Specifications.  Upon completion of
the audit, the Joint Venture Company and such Purchaser shall agree to an audit
closure plan, to be documented in the audit report issued by such
Purchaser.

       

      5.3           Financial
Audit.

       

      (a)           Micron
reserves the right to have the Joint Venture Company’s books and records related
to Pricing of the Conforming Wafers delivered to Micron during both the then
current Fiscal Year and the prior Fiscal Year inspected and audited not more
than [***] during any Fiscal Year to ensure compliance with Schedule
4.8.  Such audit shall be performed, at Micron’s expense, by an
independent Third Party auditor acceptable to both Micron and the Joint Venture
Company.  Micron shall provide [***] days advance written notice to
the Joint Venture Company of its desire to initiate an audit, and the audit
shall be scheduled so that it does not adversely impact or interrupt the Joint
Venture Company’s business operations.  If the audit reveals any
material discrepancies, Micron or the Joint Venture Company shall reimburse the
other, as applicable, for any material discrepancies within [***] days after
completion of the audit.  The results of such audit shall be kept
confidential by the auditor, and only the discrepancies identified by the audit
shall be reported to Micron and the Joint Venture
Company.  Notwithstanding the foregoing, auditor reports shall not
disclose pricing, or terms of purchase, for any purchases of materials or
equipment by the Joint Venture Company, absent written agreement from the
respective legal counsel of Micron and the Joint Venture Company.  If
any audit reveals a material discrepancy requiring a payment by the Joint
Venture Company, Micron may increase the frequency of such audits to [***] for
the [***] month period.  If any such audit reveals any discrepancy,
the Joint Venture Company shall notify NTC of (i) the existence of such
discrepancy, (ii) whether such discrepancy was found in the computation of the
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      the
aggregate amount of the discrepancy by category (i.e.,
[***]).  Notwithstanding the foregoing, the Joint Venture Company
shall not disclose any Pricing information to NTC to the extent such disclosure
would violate Applicable Law.

       

      (b)           NTC
reserves the right to have the Joint Venture Company’s books and records related
to Pricing of the Conforming Wafers delivered to NTC during both the then
current Fiscal Year and the prior Fiscal Year inspected and audited not more
than [***] during any Fiscal Year to ensure compliance with Schedule
4.8.  Such audit shall be performed, at NTC’s expense, by an
independent Third Party auditor acceptable to both NTC and the Joint Venture
Company.  NTC shall provide [***] days advance written notice to the
Joint Venture Company of its desire to initiate an audit, and the audit shall be
scheduled so that it does not adversely impact or interrupt the Joint Venture
Company’s business operations.  If the audit reveals any material
discrepancies, NTC or the Joint Venture Company shall reimburse the other, as
applicable, for any material discrepancies within [***] days after completion of
the audit.  The results of such audit shall be kept confidential by
the auditor, and only the discrepancies identified by the audit shall be
reported to NTC and the Joint Venture Company.  Notwithstanding the
foregoing, auditor reports shall not disclose pricing, or terms of purchase, for
any purchases of materials or equipment by the Joint Venture Company, absent
written agreement from the respective legal counsel of NTC and the Joint Venture
Company.  If any audit reveals a material discrepancy requiring a
payment by the Joint Venture Company, NTC may increase the frequency of such
audits to [***]for the [***] month period.  If any such audit reveals
any discrepancy, the Joint Venture Company shall notify Micron of (i) the
existence of such discrepancy, (ii) whether such discrepancy was found in the
computation of the [***] for a Delivered JV Product and (iii) the aggregate
amount of the discrepancy by category (i.e.,
[***]).  Notwithstanding the foregoing, the Joint Venture Company
shall not disclose any Pricing information to Micron to the extent such
disclosure would violate Applicable Law.

       

      (c)           The
Joint Venture Company reserves the right to have a Purchaser’s (the “Audited Purchaser’s”) books
and records related to the Audited Purchaser’s Pricing Report for both the then
current Fiscal Year and the prior Fiscal Year inspected and audited not more
than [***]during any Fiscal Year to ensure compliance with Schedule
4.8.  Such audit shall be performed, at the Joint Venture
Company’s expense, by an independent Third Party auditor acceptable to both the
Joint Venture Company and the Audited Purchaser.  The Joint Venture
Company shall provide [***] days advance written notice to the Audited Purchaser
of its desire to initiate an audit, and the audit shall be scheduled so that it
does not adversely impact or interrupt the Audited Purchaser’s business
operations.  If the audit reveals any material discrepancies, the
Audited Purchaser or the Joint Venture Company shall reimburse the other, as
applicable, for any material discrepancies within [***] days after completion of
the audit.  The results of such audit shall be kept confidential by
the auditor, and only the discrepancies identified by the audit shall be
reported to the Audited Purchaser and the Joint Venture
Company.  Notwithstanding the foregoing, auditor reports shall not
disclose (i) pricing, or terms of purchase, for any purchases of materials or
equipment by the Audited Purchaser, (ii) the back-end assembly (including module
and packaging) and testing costs of the Audited Purchaser, or (iii) the terms of
sales of Stack DRAM Products by the Audited Purchaser, absent written agreement
from the respective legal counsel of the Audited Purchaser and the Joint Venture
Company.  If any audit reveals a material discrepancy requiring a
payment by the Audited Purchaser, the Joint Venture Company may increase the
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      subsequent
[***] month period.  If any such audit reveals any discrepancy, the
Joint Venture Company shall notify the Purchaser that is not the Audited
Purchaser of (i) the existence of such discrepancy, (ii) whether such
discrepancy was found in the computation of [***] or in [***] or [***] for a
Delivered JV Product and (iii) the aggregate amount of the discrepancy by
category (i.e.,
[***]).  Notwithstanding the foregoing, the Joint Venture Company
shall not disclose any Pricing information to the Purchaser that is not the
Audited Purchaser to the extent such disclosure would violate Applicable
Law.

       

      ARTICLE
6

      WARRANTY; HAZARDOUS
SUBSTANCES; DISCLAIMER

       

      6.1           Warranties.

       

      (a)           Conforming
Wafers.  The Joint Venture Company makes the following
warranties to the Purchaser of Conforming Wafers hereunder regarding the
Conforming Wafers furnished to such Purchaser hereunder, which warranties shall
survive any delivery, inspection, acceptance, payment or resale of such
Conforming Wafers:

       

      (i)        
   such Conforming Wafers conform to all agreed
Specifications;

       

      (ii)           such
Conforming Wafers are free from defects in materials and workmanship;
and

       

      (iii)           the
Joint Venture Company has the necessary right, title and interest to such
Conforming Wafers, and, upon the sale of such Conforming Wafers to the
applicable Purchaser, such Conforming Wafers shall be free of liens and
encumbrances.

       

      (b)           Secondary
Silicon.  ALL SECONDARY SILICON PROVIDED HEREUNDER IS PROVIDED
ON AN “AS IS,” “WHERE IS” BASIS WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF
ANY KIND.

       

      6.2           Warranty
Claims.  Within a period of time, [***] (“Warranty Claim Period”), such
Purchaser shall notify the Joint Venture Company if it believes that any
Conforming Wafer does not meet the warranty set forth in Section
6.1.  Such Purchaser shall return such Conforming Wafer (or
Stack DRAM Product therefrom) to the Joint Venture Company as directed by the
Joint Venture Company.  If a Conforming Wafer is determined not
to be in compliance with such warranty, then such Purchaser shall be entitled to
return such Conforming Wafer (or Stack DRAM Product therefrom) and cause the
Joint Venture Company to replace the returned item at the Joint Venture
Company’s expense or, at such Purchaser’s option, receive a credit (or, if this
Agreement has or is terminating with respect to such Purchaser so that it will
not be able to use such credit, a refund) of any monies paid to the Joint
Venture Company in respect of such Conforming Wafer, [***].  The basis
for such credit (or refund) shall be [***].

       

      6.3           Inspections.  Each
Purchaser may, upon reasonable advance written notice, request samples of WIP
designated to such Purchaser (or to both Purchaser’s jointly) during production
for purposes of determining compliance with the requirements and
Specification(s) hereunder, provided that the provision
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      Venture
Company’s performance under the Manufacturing Plan or its ability to meet
delivery requirements under any accepted Purchase Order.  Any samples
provided hereunder shall be:  (a) limited in quantity to the amount
reasonably necessary for the purposes hereunder; (b) invoiced and paid for in
accordance with Section 4.8; and (c)
included in any performance requirements, if any.  The Joint Venture
Company shall provide reasonable assistance for the safety and convenience of
the requesting Purchaser in obtaining the samples in such manner as shall not
unreasonably hinder or delay the Joint Venture Company’s
performance.

       

      6.4           Hazardous
Substances.

       

      (a)         
  If Conforming Wafers, Secondary Silicon or Stack DRAM Products
provided hereunder include Hazardous Substances as determined in accordance with
Applicable Law, the Joint Venture Company shall ensure that its employees,
agents and subcontractors actually working with such materials in providing the
Conforming Wafers, Secondary Silicon or Stack DRAM Products hereunder to the
Purchasers are trained in accordance with Applicable Law regarding the nature
of, and hazards associated with, the handling, transportation and use of such
Hazardous Substances.

       

      (b)           To
the extent required by Applicable Law, the Joint Venture Company shall provide
each Purchaser with Material Safety Data Sheets (MSDS) either prior to or
accompanying any delivery of Conforming Wafers, Secondary Silicon or Stack DRAM
Products to such Purchaser.

       

      (c)           The
Joint Venture Company shall indemnify, defend and hold harmless each Purchaser
from and against any and all Indemnified Losses suffered or incurred by such
Purchaser based on, relating to, or arising under any Environmental Laws and
related to the manufacture of Conforming Wafers, Secondary Silicon or Stack DRAM
Products by the Joint Venture Company.

       

      6.5           Disclaimer.  [***].

       

      ARTICLE
7

      CONFIDENTIALITY;
OWNERSHIP

       

      7.1           Protection and Use of
Confidential Information.  All information provided, disclosed
or obtained in the performance of any of the Parties’ activities under this
Agreement shall be subject to all applicable provisions of the Mutual
Confidentiality Agreement.  Furthermore, the terms and conditions of
this Agreement shall be considered “Confidential Information” under the Mutual
Confidentiality Agreement for which each Party is considered a “Receiving Party” under such
agreement.  To the extent there is a conflict between this Agreement
and the Mutual Confidentiality Agreement, the terms of this Agreement shall
control.

       

      7.2           Masks.  Any
masks used by the Joint Venture Company in connection with its performance under
this Agreement shall be based on Stack DRAM Designs owned by a Purchaser and shall be treated as
“Confidential Information” of such Purchaser under the Mutual Confidentiality
Agreement.

      
        
          
            
               

               

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      7.3           Intellectual Property
Ownership.  Ownership of any intellectual property developed by
the Joint Venture Company shall be governed by the Technology Transfer
Agreement.

       

      ARTICLE
8

      INDEMNIFICATION

       

      8.1           General
Indemnity.  Subject to Article 9, the Joint
Venture Company shall indemnify, defend and hold harmless the Indemnified
Parties from and against any and all Indemnified Losses based on, or
attributable to, [***].

       

      8.2           Indemnification
Procedures.

       

      (a)           Promptly
after the receipt by any Indemnified Party of a notice of any Third Party Claim
that may be subject to indemnification under Section 8.1, such
Indemnified Party shall give written notice of such Third Party Claim to the
Joint Venture Company, stating in reasonable detail the nature and basis of each
allegation made in the Third Party Claim and the amount of potential Indemnified
Losses with respect to each allegation, 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 Joint Venture
Company from liability on account of this indemnification, except if, and only
to the extent that, the Joint Venture Company is actually prejudiced by such
failure or delay.  Thereafter, the Indemnified Party shall deliver to
the Joint Venture Company, 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 Joint
Venture Company shall have the right to assume the defense of the Indemnified
Party with respect to such Third Party Claim upon written notice to the
Indemnified Party delivered within [***] days after receipt of the particular
notice from the Indemnified Party.  So long as the Joint Venture
Company has assumed the defense of the Third Party Claim in accordance herewith
and notified the Indemnified Party in writing thereof, (i) 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 Joint Venture
Company shall pay all reasonable costs and expenses of counsel for the
Indemnified Party after such time as the Indemnified Party has notified the
Joint Venture Company of such Third Party Claim and prior to such time as the
Joint Venture Company has notified the Indemnified Party that it has assumed the
defense of such Third Party Claim, (ii) 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 Joint Venture Company
(not to be unreasonably withheld, conditioned or delayed) and (iii) the Joint
Venture Company shall 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 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).

       

      (b)           Equitable
Remedies.  In the case of any Third Party Claim where the Joint
Venture Company reasonably believes that it would be appropriate to settle such
Third Party Claim using equitable remedies (i.e., remedies involving
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      Company
and the Indemnified Party shall work together in good faith to agree to a
settlement; provided,
however, that no Party
shall be under any obligation to agree to any such settlement.

       

      (c)           Treatment of Indemnification
Payments; Insurance Recoveries.  Any indemnity payment under
this Agreement shall be decreased by any amounts actually recovered by the
Indemnified Party under Third Party insurance policies with respect to such
Indemnified Losses (net of any premiums paid by such Indemnified Party under the
relevant insurance policy).  Each Party agrees (i) to use all
reasonable efforts to recover all available insurance proceeds and (ii) to the
extent that any indemnity payment under this Agreement has been paid by the
Joint Venture Company to the Indemnified Party prior to the recovery by the
Indemnified Party of such insurance proceeds, the amount of such insurance
proceeds actually recovered by the Indemnified Party shall be promptly paid to
the Joint Venture Company.

       

      (d)           Certain Additional
Procedures.  The Indemnified Party shall cooperate and assist
the Joint Venture Company in determining the validity of any Third Party Claim
and in otherwise resolving such matters.  The Indemnified Party shall
cooperate in the defense by the Joint Venture Company of each Third Party Claim
(and the Indemnified Party and the Joint Venture Company agree with respect to
all such Third Party Claims that a common interest privilege agreement exists
between them), including:  (i) permitting the Joint Venture Company to
discuss the Third Party Claim with such officers, employees, consultants and
representatives of the Indemnified Party as the Joint Venture Company reasonably
requests; (ii) providing to the Joint Venture Company copies of documents and
samples of products as the Joint Venture Company reasonably requests in
connection with defending such Third Party Claim; (iii) preserving all
properties, books, records, papers, documents, plans, drawings, electronic mail
and databases of the Joint Venture Company and relating to matters pertinent to
the conduct of the Joint Venture Company 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 Joint Venture
Company; (iv) notifying the Joint Venture Company promptly of receipt by the
Indemnified Party of any subpoena or other Third Party request for documents or
interviews and testimony; (v) providing to the Joint Venture Company copies of
any documents produced by the Indemnified Party in response to or compliance
with any subpoena or other Third Party request for documents; and (vi) except to
the extent inconsistent with the Indemnified Party’s obligations under
Applicable Law and except to the extent that to do so would subject the
Indemnified Party or its employees, agents or representatives to criminal or
civil sanctions, unless ordered by a court to do otherwise, not producing
documents to a Third Party until the Joint Venture Company has been provided a
reasonable opportunity to review, copy and assert privileges covering such
documents.

       

      ARTICLE
9

      LIMITATION OF
LIABILITY

       

      9.1           Damages
Limitation.  [***].

       

      9.2           Claims Under this
Agreement.  THE PARTIES AGREE THAT TO THE EXTENT A CLAIM ARISES
UNDER THIS AGREEMENT, THE CLAIM SHALL BE BROUGHT UNDER THIS
AGREEMENT.

      
        
          
            
               

               

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      9.3           Damages
Caps.  [***].

       

      9.4           Exclusions;
Mitigation.  Section 9.1 and Section 9.3 shall not
apply to Section
6.4(c) or to any Party’s breach of Article
7.  Each Party shall have a duty to use commercially reasonable
efforts to mitigate damages for which another Party is responsible.

       

      ARTICLE
10

      TERM AND
TERMINATION;

      SUPPLY OBLIGATIONS FOLLOWING
TRIGGERING EVENT

       

      10.1          Term.

       

      (a)        
   Micron
Term.  With respect to Micron, the term of this Agreement (the
“Micron Term”) commences
on the Closing Date and continues in effect until the first to occur
of:

       

      (i)        
    the date on which Micron and its Subsidiaries sell all of
their ordinary shares of the Joint Venture Company pursuant to Section 3.5 of the
Joint Venture Agreement; and

       

      (ii)       
    the date of [***].

       

      (b)           NTC
Term.  With respect to NTC, the term of this Agreement (the
“NTC Term”) commences on
the Closing Date and continues in effect until the first to occur
of:

       

      (i)       
     the date on which NTC and its Subsidiaries sell
[***] of the Joint Venture Company pursuant to Section 3.5 of the
Joint Venture Agreement; and

       

      (ii)      
     the date of [***].

       

      10.2          Termination.  This
Agreement [***] (a) by Micron [***]. (b) by NTC[***], or (c) by the Joint
Venture Company [***].

       

      10.3          Joint Venture Company
Requirements at Termination.

       

      (a)         
  Within [***] days after the end of the Micron Term, the Joint
Venture Company:

       

      (i)           
 shall destroy all production masks obtained for or on behalf of Micron
pursuant to Section
2.4; and

       

      (ii)          
 shall (A) destroy all copies and other embodiments of any process
technology or information provided to the Joint Venture Company by Micron, or
any portion thereof, in whatever form received, reproduced or stored, (B)
certify to Micron that such destruction is complete, and (C) cease all use of
the process technology or information provided to the Joint Venture Company by
Micron.

      
        
          
            
               

               

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      (b)      
     Within [***] days after the end of the NTC Term,
the Joint Venture Company:

       

      (i)          
  shall destroy all production masks obtained for or on behalf of NTC
pursuant to Section
2.4; and

       

      (ii)      
     shall (A) destroy all copies and other embodiments
of any process technology or information provided to the Joint Venture Company
by NTC, or any portion thereof, in whatever form received, reproduced or stored,
(B) certify to NTC that such destruction is complete, and (C) cease all use of
the process technology or information provided to the Joint Venture Company by
NTC.

       

      10.4          Survival.

       

      (a)        
   Survival of Provisions
Applicable to All Parties.  Termination of this Agreement with
respect to either Purchaser shall not affect any of the Parties’ respective
rights accrued, or obligations owed, before such termination, including any
rights or obligations of the Parties in respect of any accepted Purchase Orders
existing at the time of such termination.  In addition, the following
shall survive termination of this Agreement with respect to either Purchaser for
any reason: Sections
2.8, 6.1, 6.2, 6.4(c) and 6.5, and Articles 4, 7, 8, 9, 10 and 11.

       

      (b)      
     Survival of the Agreement
for Non-Terminating Parties.  Upon the termination of this
Agreement with respect to Micron as a result of the expiration of the Micron
Term, this Agreement shall remain in full force and effect as between NTC and
the Joint Venture Company.  Upon the termination of this Agreement
with respect to NTC as a result of the expiration of the NTC Term, this
Agreement shall remain in full force and effect as between Micron and the Joint
Venture Company.

       

      ARTICLE
11

      MISCELLANEOUS

       

      11.1          Force Majeure
Events.  The Parties shall be excused from any failure to
perform any obligation hereunder to the extent such failure is caused by a Force
Majeure Event. A Force Majeure Event shall operate to excuse a failure to
perform an obligation hereunder only for the period of time during which the
Force Majeure Event renders performance impossible or infeasible and only if the
Party asserting Force Majeure as an excuse for its failure to perform has
provided written notice to, in the event of an assertion by Micron or NTC, the
Joint Venture Company and, in the event of an assertion by the Joint Venture
Company, Micron and NTC specifying the obligation to be excused and describing
the events or conditions constituting the Force Majeure Event.

       

      11.2          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.

      
        
          
            
               

               

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      11.3          Assignment.  [***]

       

      11.4          Compliance with Laws and
Regulations.  Each of the Parties shall comply with, and shall
use reasonable efforts to require that its respective subcontractors comply
with, Applicable Laws relating to this Agreement and the performance of such
Party’s obligations hereunder.

       

      11.5          Notice. 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):

       

      In the
case of the Joint Venture Company.

       

      
        	
                MeiYa
      Technology Company

                5F,
      No. 201-36

                Dunhua
      N. Road, Songshan District

                Taipei
      City, Taiwan, ROC

              
	 
      
	
                In
      the case of Micron Technology, Inc.:

              
	 
      
	
                Micron
      Technology, Inc.

                8000
      S. Federal Way

                Mail
      Stop 1-507

                Boise,
      ID 83716

                Attn:
      General Counsel

                Facsimile:
      (208) 368-4537

              
	 
      
	
                In
      the case of NTC:

              
	 
      
	
                Nanya
      Technology Corporation

                Hwa-Ya
      Technology Park 669

                Fuhsing
      3 RD. Kueishan

                Taoyuan,
      Taiwan, ROC

                Attn:  Legal  department

                Facsimile:
      886-3-396-2226

              


      

      


       

      11.6          Waiver.  The
failure at any time of a Party to require performance by another 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 another
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.

      
        
          
            
               

               

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      11.7          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 Laws 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.

       

      11.8          Third Party
Rights.  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, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or other provision contained herein.

       

      11.9          Amendment.  This
Agreement may not be modified or amended except by a written instrument executed
by, or on behalf of, each of the Parties.

       

      11.10        Entire
Agreement.  This Agreement, together with the Schedules hereto
and the agreements and instruments expressly provided for herein (including the
Mutual Confidentiality Agreement), 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.

       

      11.11        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.

       

      11.12        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.

       

      11.13                      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.

       

      11.14                      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.

       

      11.15                      Insurance.  Without
limiting or qualifying the Joint Venture Company’s liabilities, obligations or
indemnities otherwise assumed by the Joint Venture Company pursuant to this
Agreement, the Joint Venture Company shall at all times, for so long as this
Agreement remains in effect (and notwithstanding any termination of the Joint
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      effect
insurance of the types and in the amounts set forth on Appendix I of the
Joint Venture Agreement.  Such insurance coverage may be provided
through the coverage under one or more insurance policies maintained by Micron
or NTC.

       

       [Signature page
follows]


      
        
          
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      IN
WITNESS WHEREOF, this Agreement has been duly executed by, and on behalf of, the
Parties as of the Closing Date.

       

      
        	 
      	
                JOINT
      VENTURE COMPANY    

                 

                 

              
	 
      	By:	
                /s/ Pei Ing
      Lee                                                           

              
	 	
                 

                Name:  Pei
      Ing Lee  

              
	 	
                 

                Title:  Chairman

              
	 
      	 	 
      
	 
      	 	 
      
	 
      	
                MICRON
      TECHNOLOGY, INC.    

                 

                 

              
	 
      	By:	
                 /s/ D. Mark
      Duncan                                                           

              
	 	
                 

                Name:  D.
      Mark Durcan  

              
	 
      	
                 

                Title:  President
      and Chief Operating Officer

              
	 
      	 	 
      
	 
      	 	 
      
	 	
                NANYA
      TECHNOLOGY CORPORATION    

                 

                 

              
	 
      	By: 	
                /s/ Jih
      Lien                                                           

              
	 	
                 

                Name:  Jih
      Lien  

              
	 
      	
                 

                Title:  President

              


      

      


       

      THIS
IS THE SIGNATURE PAGE FOR THE SUPPLY AGREEMENT ENTERED

      INTO
BY AND BETWEEN MICRON, NTC AND

      JOINT
VENTURE COMPANY

       


      
        
          
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      SCHEDULE
4.8

       

      PRICE

       

      The
Parties agree that the “Price” of any Conforming Wafer
shall be calculated, by [***], in the following manner:

       

      Price =
[***].

       

      where,
the components of such calculation, and the related terms, have the meanings set
forth below.  An example of the Price calculation is set forth on
Attachment 1 to this Schedule 4.8.

       

      [***]

       


      
        
          
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      ATTACHMENT
1

       

      EXAMPLE
OF PRICE CALCULATION

       

      [***]

       

      


       

      
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