<PAGE>

                                                                    EXHIBIT 10.9

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE
FOLLOWING NOTATION: [***]

                             WAFER FOUNDRY AGREEMENT

                                 By and Between

                            POLAR SEMICONDUCTOR, INC.

                                       and

                           ALLEGRO MICROSYSTEMS, INC.

                              DATED AUGUST 1, 2007

               ALLEGRO MICROSYSTEMS, INC. PROPRIETARY INFORMATION

<PAGE>

                             WAFER FOUNDRY AGREEMENT

This Wafer Foundry Agreement ("Agreement") is made and entered into this 1st day
of August, 2007, (the "Effective Date") by and between Allegro MicroSystems
Inc., a corporation duly organized and existing under the laws of the State of
Delaware, ("Allegro"), and Polar Semiconductor, Inc., a corporation duly
organized and existing under the laws of the State of Delaware ("PSI"). PSI and
Allegro are sometimes referred to herein individually as a "Party" and
collectively as the "Parties".

                                   Witnesseth:

WHEREAS, Allegro wishes to purchase certain semiconductor wafers; and

WHEREAS, PSI wishes to manufacture and sell such semiconductor wafers to
Allegro; and

WHEREAS, the Parties wish to set forth their respective rights and obligations
with respect to the purchase and sale of such semiconductor wafers; and

WHEREAS, Allegro desires PSI to use certain technology and intellectual property
rights owned or otherwise controlled by Allegro for the purpose of manufacturing
semiconductor wafers in accordance with this Agreement, and in furtherance
thereof, Allegro desires to grant to PSI a non-exclusive license to use such
technology and intellectual property rights for such purpose in accordance with
this Agreement.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties
hereto agree as follows:

                                  Definitions:

As used in this Agreement, the following terms will have the following
respective meanings:

A)   "Wafers" means the semiconductor Wafers for Device Types, fabricated by PSI
     using the process technologies listed in Appendix A. Wafers will include
     Engineering Wafers, Risk Wafers, Production Wafers, and Process
     Qualification Wafers, as defined below.

B)   "Device Type" will mean any of the various Allegro integrated circuit
     devices specified by Allegro.

C)   "Process Qualification Wafers" or "PQW" means Wafers manufactured for the
     purposes of qualifying a new or changed Wafer manufacturing process, in
     accordance with Section 2.1 of this Agreement.

D)   "Engineering Wafers" will mean any Wafers manufactured with unverified
     masks or requiring process splits for product characterization based on
     qualified processes, as described in Section 2.2 of this Agreement.

E)   "Risk Wafers" will mean non-engineering, non-Process Qualification Wafers
     fabricated by PSI at Allegro's request, as referenced in Appendix C, and
     prior to Mass Production Wafer Approval, as referenced in Appendix B.

               ALLEGRO MICROSYSTEMS, INC. PROPRIETARY INFORMATION

<PAGE>

F)   "Production Wafers" will mean those Wafers manufactured at PSI after
     successful Mass Production Wafer Approval, as referenced in Appendix B.

G)   "Allegro Wafer Manufacturing Technology" means, from time to time during
     the term of this Agreement, those certain processes and related technical
     information, whether or not patentable, then owned or controlled by
     Allegro, necessary for manufacturing Wafers, and listed in Appendix N
     attached hereto, as such Appendix may from time to time, during the term of
     this Agreement, be amended by Allegro in its sole and absolute discretion
     in order for PSI to fulfill its obligations hereunder. In no event shall
     Allegro Wafer Manufacturing Technology be deemed to include any process or
     technical information previously known by PSI prior to its receipt from
     Allegro, received from another party, becomes part of the public domain, or
     is independently developed by PSI.

H)   "Allegro WMT Documentation" means, from time to time during the term of
     this Agreement, all documents and other manifestations, in any form
     whatsoever (including, without limitation, Allegro WMT Production Records,
     operating procedures, masks, reticles, and the like) that describe,
     memorialize or otherwise make manifest the processes or other inventions
     comprising the Allegro Wafer Manufacturing Technology and the use thereof
     by PSI.

I)   "Allegro WMT Production Records" means all production records, data,
     analyses, and the like generated by PSI in the course of manufacturing
     Wafers.

J)   "Allegro Intellectual Property Rights" means, from time to time during the
     term of this Agreement, all right, title and interest in, to and under the
     Allegro Wafer Manufacturing Technology then owned or otherwise controlled
     by Allegro.

K)   "PSI Bloomington Wafer Fab Facility" means that certain facility owned by
     PSI and located at 2800 East Old Shakopee Road, Bloomington, Minnesota.

L)   "PSI Wafer Manufacturing Technology" means, from time to time during the
     term of this Agreement, those certain processes and related technical
     information, whether or not patentable, then owned or controlled by PSI,
     used by PSI in manufacturing Wafers, and listed in Appendix N, attached
     hereto, as such Appendix shall from time to time during the term of this
     Agreement be amended in order to reflect the manufacturing processes or
     other inventions then being used by PSI to fulfill its obligations under
     this Agreement. It is further understood and agreed to by the Parties that
     technical information, documentation and intellectual property rights
     related to PSI's [***] process shall not be included within PSI Wafer
     Manufacturing Technology or PSI Intellectual Property Rights.

M)   "PSI WMT Documentation" means, from time to time during the term of this
     Agreement, all documents and other manifestations, in any form whatsoever
     (including, without limitation, operating procedures, masks, reticles, and
     the like) that describe, memorialize or otherwise make manifest the
     processes or other inventions comprising the PSI Wafer Manufacturing
     Technology and the use thereof by PSI.

N)   "PSI Intellectual Property Rights" means, from time to time during the term
     of this Agreement, all right, title and interest in, to and under the PSI
     Wafer Manufacturing


                                       2

<PAGE>

     Patents and the PSI Wafer Manufacturing Technology then owned or otherwise
     controlled by PSI. It is further understood and agreed to by the Parties
     that technical information, documentation and intellectual property rights
     related to PSI's [***] process shall not be included within PSI Wafer
     Manufacturing Technology or PSI Intellectual Property Rights.

Section 1. Scope and Grant of License:

1.1  Subject to the terms of this Agreement, PSI will fabricate certain Wafers
     ordered by Allegro, and PSI will deliver and sell such Wafers to Allegro.

1.2  This Agreement does not constitute a purchase order or release for such
     services. PSI will not undertake any expenses or other acts on Allegro's
     behalf before receiving and agreeing to an actual purchase order or other
     written authorization from Allegro.

1.3  Subject to the terms and conditions set forth in this Agreement, Allegro
     grants to PSI, and PSI accepts, a non-exclusive, royalty-free license under
     the Allegro Intellectual Property Rights, limited in accordance with the
     terms and conditions of this Agreement, to use the manufacturing processes
     and other inventions comprising the Allegro Wafer Manufacturing Technology
     and the Allegro WMT Documentation in order to make the Wafers in compliance
     with PSI's obligations under this Agreement or such other uses as the
     Parties may agree to in writing. Such license shall be limited to the
     manufacture of Wafers by PSI in the PSI Bloomington Wafer Fab Facility (or
     such other facility operated or subcontracted by PSI and to which Allegro
     consents in its sole and absolute discretion), shall not be sublicensed or
     otherwise transferred by PSI to any third party, and shall be subject to
     revocation, in whole or in part, by Allegro at any time in Allegro's sole
     and absolute discretion, and in the event of such revocation, PSI shall
     cease any further use of such portion or all, as specified by Allegro, of
     such manufacturing processes, other inventions and Allegro Wafer
     Manufacturing Technology.

     1.3.1 The license granted by Allegro to PSI, under Section #.1 of this
          Agreement, shall terminate upon the expiration or termination of this
          Agreement.

     1.3.2 Upon the termination of the license granted by Allegro to PSI, in
          this Section 1 of this Agreement, PSI shall promptly return to Allegro
          any and all Allegro WMT Documentation and, if requested in writing by
          Allegro, PSI shall certify that all Allegro WMT has been returned to
          Allegro

     1.3.3 Allegro shall have the right, upon reasonable notice to PSI, during
          the term of this Agreement, during reasonable times to inspect and
          copy the Allegro WMT Documentation. Documentation and information
          received by Allegro from PSI in this manner shall be used solely by
          Allegro to manufacture Wafers during a force majeure condition or if a
          default event has occurred, unless otherwise agreed to in writing by
          PSI and Allegro.

     1.3.4 PSI agrees at all times during the term of this Agreement to maintain
          the Allegro WMT Production Records in a manner at least as rigorous as
          it maintains its own information of a similar nature and consistent
          with PSI's implementation of the requirements, as set forth in the TS
          16949 specifications.


                                       3

<PAGE>

     1.3.5 PSI agrees at all times during the term of this Agreement to maintain
          the PSI WMT Documentation in a manner at least as rigorous as those it
          maintains its own information of a similar nature and consistent with
          PSI's implementation of the requirements, as set forth in the TS 16949
          specifications.

Section 2. Wafer Fabrication:

PSI will fabricate all Wafers at its Bloomington, Minnesota facility, using the
process technologies listed in Appendix A, as specified by Allegro.

2.1  PSI will provide Allegro with PQW or qualification reports to establish
     wafer fabrication processes with the following conditions:

     2.1.1 Wafer lot sizes will be as specified in Appendix E;

     2.1.2 Split Wafer lots for PQW will be mutually agreed upon by Allegro and
          PSI;

     2.1.3 All instructions for such PQW will be documented in Allegro purchase
          orders;

     2.1.4 PQW processed to standard conditions will meet optical and electrical
          specification(s) as referenced in Appendix A;

     2.1.5 PQW not processed to standard conditions will meet optical and
          electrical specification(s) as referenced in Appendix A;

     2.1.6 Allegro acknowledges that the sale of all PQW not processed to
          standard conditions, but processed correctly within practical limits
          according to the mutually agreed upon process flow, will be made AS IS
          and with all faults and without warranties, either express or implied,
          except as provided in Section 2.1.5;

     2.1.7 Future Wafer processes, including modifications to current Wafer
          processes, that are developed by PSI may be added to this Agreement by
          mutual consent. Subject to Allegro's prior written consent, PSI may
          terminate the use of a Wafer process at the PSI Fab (provided that
          such changes are not initiated at Allegro's request) (i) PSI will
          provide all PQWs to Allegro free of charge, and (ii) PSI will
          reimburse Allegro for the purchase of masks for qualification of each
          process with a change requiring mask changes. At least [***] prior to
          the date of the discontinuance of any process, with respect to any
          Wafers, PSI will provide Allegro with written notice of its intent to
          terminate such Wafer process and will cooperate with Allegro on a
          transition plan that allows Allegro to meet all of Allegro's
          contractual obligations with Allegro's customers that provides
          Allegro's customer with a maximum supply of [***] of inventory.

     2.1.8 PSI may subcontract various wafer processes at an outside
          subcontractor subject to Allegro's prior written consent.

     2.1.9 PSI will not transfer Allegro product from one fabrication facility
          to another regardless of the process or technology being qualified at
          another fab without Allegro's written approval.

2.2  PSI will accept Allegro's purchase orders for Engineering Wafers for Device
     Types, based on qualified processes with the following conditions:

     2.2.1 Wafer lot sizes will be as specified in Appendix E;

     2.2.2 Split Wafer lots for Engineering Wafers will be mutually agreed upon
          by Allegro and PSI;

     2.2.3 Special instructions for Engineering Wafers will be documented in
          Allegro purchase orders;

     2.2.4 Engineering Wafers processed to PSI's standard process specifications
          will meet optical and electrical specification(s), as referenced in
          Appendix A

     2.2.5 Engineering Wafers not processed to standard conditions will meet
          optical and electrical specification(s), as referenced in Appendix A;
          and

     2.2.6 Allegro acknowledges that the purchase of all Engineering Wafers that
          meet agreed upon Process Control Module Specifications, according to
          the mutually agreed


                                       4

<PAGE>

          upon process flow, will be made AS IS and with all faults and without
          warranties, either express or implied, except as provided in Section
          2.2.5.

2.3  PSI will accept Allegro's purchase orders for Risk Wafers with the
     following conditions:

     2.3.1 Wafer lot sizes will be as specified in Appendix E;

     2.3.2 Purchase orders for Risk Wafers must be accompanied by a Risk Wafer
          Production Authorization, as referenced in Appendix C;

     2.3.3 Risk Wafers will meet optical and electrical specification(s), as
          referenced in Appendix A;

     2.3.4 Allegro acknowledges that the purchase of such Risk Wafers will meet
          acceptance criteria, as set forth in Appendix A.

2.4  PSI will accept purchase orders for Production Wafers with the following
     conditions:

     2.4.1 Wafer lot sizes will be as specified in Appendix E; and

     2.4.2 Both Parties have determined that the Device Type has been
          successfully approved for Mass Production Wafers, as set forth in
          Appendix B.

2.5  Upon acceptance, PSI will fabricate Production Wafers ordered by Allegro
     with specifications listed in Appendix A. These specifications may be
     changed only upon mutual agreement in writing by both Parties. PSI will
     comply with all the requirements set forth in "Allegro's Quality Plan", as
     set forth in Appendix G.

2.6  PSI will make available PSI's wafer evaluation and electrical data, as set
     forth in Appendix A, to Allegro through electronic means for each lot of
     Wafers delivered to Allegro prior to the shipment of the Wafers. PSI will
     also supply relevant reliability, optical and process control information,
     as set forth in Appendix F and Appendix G by request.

2.7  PSI will follow Allegro's change procedures (as set forth in Appendix F and
     Appendix G) with respect to processes utilized to manufacture Allegro.

2.8  For any lots not meeting the relevant criteria, as specified above, PSI
     will provide a Non-Conforming Material Permission ("NMP") sheet
     electronically to the Director of Manufacturing Engineering, as set forth
     in Appendix G, along with all applicable data, for Allegro's review. If the
     material is determined by Allegro to be acceptable, Allegro will complete
     the NMP and PSI will deliver the acceptable Wafers to Allegro.

Section 3. Forecast, Purchase Orders, Deliveries, Delivery Performance,
Expedited Delivery:

3.1  Allegro will provide, by the 15th of each calendar month, a six (6) month,
     rolling non-binding forecast, for months subsequent to the current month,
     of the total Production Wafers required, by process technology, as set
     forth in Appendix A. The forecast will also include Wafer quantity
     estimates for Engineering Wafer requirements. The forecast will be used for
     planning purposes only and does not represent a commitment by Allegro to
     make any purchases. The only commitment to purchase will arise from
     purchase orders or purchase requirements.

3.2  Allegro will issue purchase orders for each of the following: (1)
     Engineering Wafers, (2) Risk Wafers, (3) Production Wafers and (4) Process
     Qualification Wafers.

3.3  Allegro's purchase requirements, with requested delivery dates, will be
     submitted weekly via a purchase order, and/or a purchase order release, and
     will result in a binding purchase obligation by Allegro to PSI, subject to
     cancellation charges, as set for in Section 3.5. PSI will acknowledge and
     provide a scheduled ship date in writing for each purchase requirement


                                       5

<PAGE>

     within [***]. Cycle-time requirements will be as defined in Appendix H.
     Any changes to Appendix H will require mutual agreement in writing. PSI
     will commence Production Wafer starts within [***] business days following
     the acknowledgment to the extent accepted. PSI will commence Engineering
     Wafer starts within [***] business days following the acknowledgment to the
      extent accepted.

3.4  PSI will provide Allegro with real-time on-line access to Allegro WIP and
     delivery information. PSI will promptly notify Allegro of any delivery
     deviations beyond the tolerance specified in 3.9 and 3.10.

3.5  Purchase orders for Wafers are cancelable. Purchase Order cancellations for
     Wafers will incur charges (Wafer Termination Charges) for Work in Progress
     (WIP), according to the following schedule:

<TABLE>
<CAPTION>
                                         Process Technologies
                                          (Excluding [***])             [***]
                                         --------------------           -----
<S>                                     <C>                     <C>
Before Wafer Scribe                     [***]% of Wafer Price   [***]% of Wafer Price
Prior to Device Mask                    [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Device Mask and Prior
   to Resistor Mask                     [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Resistor Mask and Prior
   to Contact Mask                      [***]% of Wafer Price   [***]% of Wafer Price
Subsequent to Contact Mask              [***]% of Wafer Price   [***]% of Wafer Price
</TABLE>

     All Wafer lots on hold, in excess of [***], will be reviewed by Allegro and
     PSI. This review will result in a formal determination of whether the lots
     should be terminated, finished or remain on hold. After[***] of a Wafer lot
     being placed on hold, and provided that PSI notifies Allegro's Director of
     Planning in writing within [***] business days, Wafers can be terminated by
     PSI and termination charges, as set forth in this Section 3.5, are applied.

3.6  Within [***] working days of receipt of Allegro's forecast, referred to in
     Section 3.1, PSI will provide a [***] rolling non-binding capacity view,
     covering [***] subsequent to the current month, of the total capacity
     available, by process technology, as set forth in Appendix A.

3.7  PSI guarantees certain reserve capacity, as set forth in Appendix D of this
     Agreement.

3.8  PSI will accept all orders for quantities up to the applicable reserve (as
     set forth in Appendix D), with requested factory-exit dates consistent with
     Section 3.3. In the event that Allegro would like to request Wafers that
     exceed the applicable reserve, Allegro and PSI agree to negotiate in good
     faith a possible adjustment to the applicable reserve to accommodate
     Allegro's request for Wafers. Any adjustment will be subject to PSI's
     existing available capacity and other customer commitments.

3.9  Delivery Performance. Delivery performance goal is [***]% of the total
     quantity of specific product ordered for a specified time period, as set
     forth in Allegro's purchase order and/or release (+5 days early,- 0 day
     late to the specified delivery date). Failure to meet [***]% on time
     delivery for [***] consecutive weeks will require PSI to submit a
     corrective action plan and provide up to [***] to Allegro at no charge
     until the delivery performance improves and meets [***]% on time delivery
     for [***] consecutive weeks.

3.10 Expedited Delivery. PSI agrees to provide expedited delivery of 6" and 8"
     Wafer lots at the prices listed in Appendix J, as follows:


                                       6

<PAGE>

          6" Hot Lots *  -       Up to [***] at any given time.
          6" Nuclear Lots  **-   Up to [***] at any given time.

*    6" Hot Lots are defined as lots with a fab process technology lead time not
     to exceed a cycle time of [***] day ([***] hours) per mask level for the
     PSI interval (maximum of [***] Wafers per lot).

**   6" Nuclear Lots are defined as lots with a fab process technology lead-time
     not to exceed a cycle time of [***] day ([***] hours) per mask level for
     the PSI interval (maximum of [***] Wafers per lot).

          8" Hot Lots *  -       Up to [***] at any given time.
          8" Nuclear Lots  **-   Up to [***] at any given time.

*    8" Hot Lots are defined as lots with a fab process technology lead time not
     to exceed a cycle time of [***] days ([***] hours) per mask level for the
     PSI interval (maximum of [***] Wafers per lot).

**   8" Nuclear Lots are defined as lots with a fab process technology lead-time
     not to exceed a cycle time of [***] days ([***] hours) per mask level for
     the PSI interval (maximum of [***] Wafers per lot)

Section 4. Facility Visits, Audits, and Operational Reviews:

4.1  Facility visits and audits (by customers and/or Allegro) are permitted, for
     any reason or purpose, on a reasonable basis and any such visits and audits
     will be conducted, upon Allegro providing reasonable notice to PSI, during
     PSI's regular business hours and without undue disruption of PSI's
     business. Allegro, at its discretion, will have the right to schedule
     operational reviews with PSI on a quarterly basis.

Section 5. Procedure for Wafer Return and Credit:

5.1  Allegro will notify PSI in writing by completing the PSI RMA Request Form,
     as set forth in Appendix I, of its reasons for rejection of Production
     Wafers and provide product information and engineering data within [***]
     following Allegro's receipt of such Production Wafers. Such data will
     include, as applicable:

     5.1.1 Optical and electrical data from Production Wafers; and/or

     5.1.2 Yield data for Production Wafers failing to meet the probe yield
          target per device, as set forth in Appendix I.

     Product information will include product name, lot number, quantity,
     purchase order number, and date of receipt at Allegro.

     If any Production Wafers pass the acceptance criteria, specified in
     Sections 5.1.1 and 5.1.2, but are rejected by Allegro, or Allegro's
     customer, at a subsequent date still within the warranty period, as
     specified in Section 8, due to the fact that the failure is process
     related, Allegro will promptly notify in writing and provide a failure
     analysis report explaining why Allegro believes that the failure is process
     related.

5.2  Allegro will notify PSI in writing by completing the PSI RMA Request Form,
     as set forth in Appendix I, of its reasons for rejection of Risk and
     Engineering Wafers and provide product information and engineering data
     within [***] following Allegro's receipt of such Risk and Engineering
     Wafers. Such data will include, as applicable:


                                       7

<PAGE>

     5.2.1 Optical and electrical data product information will include product
          name, lot number, quantity, purchase order number, and date of receipt
          at Allegro.

5.3  The Parties will agree on whether the reasons for rejection are valid. PSI
     will respond in writing within [***] following receipt of data and product,
     specified in Sections 5.1 and 5.2. If no written response is provided
     within [***] of receipt of all data and product required to make a
     determination, Allegro and PSI will consider the rejection as valid. If
     valid, PSI will issue a Return Material Authorization ("RMA") Number. For
     Production Wafers failing to meet the probe yield target per device, as set
     forth in Appendix I, failures for which no design defect is identifiable,
     Allegro and PSI agree that the failure is valid and an RMA Number will be
     issued.

5.4  PSI, at Allegro's option, will [***], or [***], provided that the reasons
     for rejection are confirmed to be valid by PSI, or deemed to be confirmed,
     as described above in Section 5.3. If Wafers are replaced, PSI will pay all
     applicable shipping charge.

Section 6. Wafer/ Mask Price, Payment, and Invoices:

6.1  The prices of Production Wafers, Risk Wafers, Engineering Wafers and Masks
     will be set forth in Appendix J and will be established and fixed for [***]
     periods. All prices are on a F.O.B. Bloomington, Minnesota basis for the
     term of this Agreement, except for replacement Wafers for which PSI will
     pay all applicable shipping charges. All prices stated in this Agreement
     are in U.S. Dollars. All prices stated in this Agreement are exclusive of
     all applicable state and local sales, use, and other similar taxes. Unless
     Allegro advises PSI in writing, reasonably acceptable to PSI that an
     exemption applies, Allegro will pay all applicable state and local sales,
     use and other similar taxes. Taxes payable by Allegro will be billed as
     separate items.

6.2  On a go-forwards basis, Allegro and PSI agree to establish the new fixed
     [***] wafer and mask pricing no later than [***] prior to start of the new
     fiscal half year period (April and October) and [***].

6.3  PSI will issue an invoice with each shipment, and the date on this invoice
     will be no earlier than the shipment date, with the shipment date
     referenced on the invoice. The invoice will include the purchase order
     number, purchase order line number, purchase order line description,
     purchase order quantity, purchase order unit of measure, and purchase order
     unit price.

6.4  All payments due PSI under this Agreement will be delivered to PSI at the
     address shown on its invoice, net [***], and Allegro reserves the right to
     any credit setoff. Notwithstanding the foregoing, Allegro will not be
     obligated to pay invoices for Wafers for which an RMA number has been
     issued or for which an RMA request is pending.

6.5  Allegro will bear all taxes, duties, levies and similar charges (and any
     related interest and penalties), however designated, in connection with the
     existence of this Agreement, or the transactions contemplated thereby,
     other than income taxes imposed upon PSI by any governmental authority in
     any jurisdiction.

Section 7. Title and Risk of Loss:

7.1  Title and risk of loss and damage to all Wafers purchased by Allegro will
     vest in Allegro when the Wafers are placed by PSI in the possession of a
     carrier at the F.O.B. point of


                                       8

<PAGE>

     origin, freight collect, with freight charges being billed directly by the
     carrier to Allegro. PSI will pack and ship Wafers, as set forth in Appendix
     K.

Section 8. Warranty:

8.1  Warranties. PSI hereby warrants to Allegro that Production Wafers and Risk
     Wafers sold by PSI will be free from defects in material and workmanship
     for a period of [***] from the date of delivery by PSI to Allegro, and that
     Production Wafers will conform to specifications, and Wafer and electrical
     specifications, as set forth in Appendix A and Appendix I.

8.2  Remedies. If any Risk or Production Wafers fail to conform to the
     applicable foregoing warranty during the relevant warranty period and PSI
     is notified promptly, in writing, following the discovery of such failure,
     PSI will, at Allegro's sole option, [***], or provide to Allegro [***]. The
     foregoing notice from Allegro will include a description of the basis for
     Allegro's warranty claim, lot number, and original date received by
     Allegro. To the extent practicable (for example, provided that the Wafers
     have not been shipped to a customer), Allegro will return such defective
     Risk or Production Wafers to PSI, and, if such defective Wafers have
     already been packaged, PSI will [***] for such Wafers. PSI will return any
     Risk and Production Wafers replaced under this warranty to Allegro,
     transportation prepaid. The foregoing warranty constitutes PSI's exclusive
     liability, and the exclusive remedy of Allegro, for any breach of any
     warranty or other nonconformity of the Risk and/or Production Wafers,
     except as set forth in Appendix M.

8.3  LIMITATIONS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
     WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH
     ARE HEREBY EXPRESSLY DISCLAIMED.

Section 9. Intellectual Property:

9.1  PSI will defend or settle, at its own option and expense, any and all suits
     against Allegro alleging: (a) infringement of any patent, trademark,
     copyright or other proprietary right, arising from adherence to process
     information, drawings, design, or other specifications, which Allegro is
     instructed by PSI to follow, and (b) infringement relating to the
     manufacture, use or sales of any of the circuits, either as individual
     units or in combination with another item not furnished by Allegro,
     provided that PSI (a) has had timely written notice of all allegations of
     such infringement and suits, and full opportunity and authority to assume
     the sole defense of and to settle such suit, and (b) have been furnished,
     upon PSI's request, all information and assistance available to Allegro for
     such defense.

9.2  Allegro will defend or settle, at its own option and expense, any and all
     suits against PSI alleging: (a) infringement of any patent, trademark,
     copyright or other proprietary right, arising from adherence to process
     information, drawings, design, or other specifications which PSI is
     instructed by Allegro to follow, and (b) infringement relating to the
     manufacture, use or sales of any of the circuits, either as individual
     units or in combination with another item not furnished by PSI, provided
     that Allegro (a) has had timely written notice of all allegations of such
     infringement and suits, and full opportunity and authority to assume the
     sole defense of and to settle such suit, and (b) have been furnished, upon
     Allegro's request, all information and assistance available to PSI for such
     defense.



                                       9

<PAGE>

9.3  The foregoing Sections 9.1 and 9.2 state the entire liability of the
     Parties for any patent, trademark, copyright, or other proprietary right
     infringement.

Section 10. Identification:

10.1 PSI will not, without Allegro's prior written consent, engage in
     advertising, promotion or publicity related to this Agreement, or make
     public use of any Identification (as hereinafter defined) in any
     circumstances related to this Agreement. As used in this Agreement, the
     term "Identification" means any copy or semblance of any trade name,
     trademark, service mark, insignia, symbol, logo, or any other product,
     service or organization designation, or any specification or drawing of
     Allegro or its respective affiliates, or evidence of inspection by or for
     any of them.

10.2 PSI will remove or destroy any Identification prior to any use or
     disposition of any Wafers rejected or not purchased by Allegro, and, will
     indemnify, defend (at Allegro's request) and save harmless Allegro and its
     respective affiliates and each of their officers, directors and employees
     from and against any losses, damages, claims, demands, suits, liabilities,
     fines, penalties and expenses (including reasonable attorneys' fees)
     arising out of the PSI's failure to so remove or obliterate Identification.

Section 11. Protection of Proprietary Information:

11.1 The Non-Disclosure Agreement between PSI and Allegro having an effective
     date of October 25, 2005, is hereby incorporated in its entirety into this
     Agreement.

Section 12. Term, Termination of Agreement and Bankruptcy:

12.1 Term; The term of this Agreement will commence on the date first written
     above and continue through March 31, 2012, unless terminated earlier,
     pursuant to Sections 12.2, 12.3, or 12.4.

12.2 Immediate Termination Events. Either Party may terminate or suspend this
     Agreement immediately and without liability upon written notice to the
     other Party, if any one of the following events occurs:

     (a)  The other Party files a voluntary petition in bankruptcy or otherwise
          seeks protection under any law for the protection of debtors;

     (b)  A proceeding is instituted against the other Party under any provision
          of any bankruptcy law, which is not dismissed within ninety (90) days;

     (c)  The other Party is adjudged bankrupt;

     (d)  A court assumes jurisdiction of all or a substantial portion of the
          assets of the other Party under a reorganization law;

     (e)  A trustee or receiver is appointed by a court for all or a substantial
          portion of the assets of the other Party;

     (f)  The other Party becomes insolvent or ceases or suspends all or
          substantially all of its business; or

     (g)  The other Party makes an assignment of the majority of its assets for
          the benefit of creditors.

12.3 Termination for Breach. In case either Party breaches or defaults in the
     effective performance of any of the terms, conditions, covenants, or
     agreements contained in this Agreement, then the Parties will first attempt
     in good faith to resolve such breach. [***] after delivery of written
     notice to the breaching Party that a breach, described in this Section 12.3
     has occurred, the non-breaching Party may terminate this Agreement without
     liability for such termination; provided, that if the breaching Party has
     begun substantial corrective action to remedy the breach, the non-breaching
     Party may only terminate this


                                       10

<PAGE>

     Agreement without liability for such termination [***] after delivery of
     its written notice to the breaching Party, if such breach remains uncured
     as of such date; provided, however, that if allowing [***] for the
     breaching Party to cure the breach would cause irreparable harm to the
     business prospects of the non-breaching Party, notwithstanding any dispute
     resolution provisions herein to the contrary, temporary or preliminary
     injunctive relief in a court of competent jurisdiction will be appropriate
     to prevent either an initial or continuing breach in addition to any other
     relief to which the non-breaching Party may be entitled.

12.4 In case that PSI terminates this Agreement, pursuant to Section 12.3,
     Allegro will be liable for any and all Wafer finished goods and
     Work-in-Process held by PSI at the time of termination, and resulting from
     an order issued by Allegro hereunder. In case that Allegro terminates this
     Agreement, pursuant to Section 12.3, Allegro may cancel any or all orders
     without any liability to PSI.

12.5 Notwithstanding any provision of this Agreement, subject to its compliance
     with the following, PSI will have the right to terminate this Agreement in
     the event it ceases operations at its Bloomington, Minnesota facility:

     12.5.1 PSI will give Allegro at least twenty-four (24) months prior written
          notice prior to the date PSI ceases operations at its Bloomington,
          Minnesota foundry.

     12.5.2 In addition to its rights to purchase Wafers under this Agreement,
          Allegro will have the option during such twenty-four (24) month
          period, described in 12.5.1, to place, and PSI will fulfill regardless
          of any Wafer production capacity commitment, as set forth in Appendix
          D, a "life-time" purchase order for Wafers, provided that such "life
          time" purchase order is issued by Allegro at least [***] prior to the
          closing of the facility, with deliveries not to extend beyond [***]
          from planned closure.

     12.5.3 PSI will bear all costs (including all Allegro's costs) associated
          with the product and process qualification of, and the reticle
          transfer to, a new fabrication line (including within the Bloomington
          facility) for the manufacture of the Wafers where the transfer is a
          PSI initiated requirement.

12.6 In the event that PSI becomes the subject of voluntary, or involuntary,
     petition in bankruptcy, or any proceeding related to insolvency or
     composition for the benefit of creditors, and such proceeding is not
     dismissed within [***], PSI agrees to grant Allegro the right to access the
     PSI Wafer Manufacturing Technology and a non-exclusive, worldwide,
     royalty-free license, with the right to grant sublicenses, to use the
     manufacturing processes comprising the PSI Wafer Manufacturing Technology
     in order to make, or have made, Wafers that PSI would have otherwise been
     obligated to manufacture and supply to Allegro in compliance with this
     Agreement, but for such bankruptcy, insolvency or composition for the
     benefit of creditors. Such license shall terminate upon the earlier of (i)
     such time that PSI emerges from any such bankruptcy or insolvency
     proceeding and (ii) such time that this Agreement would have otherwise
     terminated in accordance with its terms; upon any such termination, Allegro
     shall cease any further use of such manufacturing processes, other
     inventions and the PSI Wafer Manufacturing Technology. Such right of access
     to the PSI Wafer Manufacturing Technology and license shall be effected
     through PSI's prompt provision to Allegro of complete and full disclosure
     to Allegro of all PSI Wafer Manufacturing Technology used to manufacture
     and supply Wafers to Allegro, including, without limitation, the PSI WMT
     Documentation, and any


                                       11

<PAGE>

     and all Allegro WMT Documentation then in the possession of PSI. Such full
     and complete disclosure of PSI's Wafer Manufacturing Technology and
     delivery of the Allegro WMT Documentation will be provided to Allegro
     without delay. In the event PSI emerges from any such bankruptcy, or
     insolvency proceeding, the PSI Wafer Manufacturing Technology (including,
     without limitation, the PSI WMT Documentation) will be returned to PSI, and
     PSI will resume manufacture and supply of Wafers to Allegro, in accordance
     with the terms and conditions of this Agreement.

12.7 Survival of Obligations. The following Sections will survive any
     expiration, termination or cancellation of this Agreement, and the Parties
     will continue to be bound by the terms and conditions thereof: 8, 9, 10,
     11, 12.4, 12.6, 14, 16, 19, 20, 22, and 27.

Section 13. Force Majeure:

13.1 Neither Party will be held responsible for any delay or failure in
     performance of any part of this Agreement, to the extent such delay or
     failure, is caused by fire, flood, explosion, war, embargo, government
     requirement, civil or military authority, act of God, act or omission of
     carriers, or other similar causes beyond its control and without the fault
     or negligence of the delayed or nonperforming Party or its subcontractors
     ("force majeure conditions"). Notwithstanding the foregoing, PSI's
     liability for loss or damage to Allegro's material in PSI's possession or
     control will not be modified by this clause. If any force majeure condition
     occurs, the Party delayed or unable to perform will give immediate notice
     to the other Party, stating the nature of the force majeure condition and
     any action being taken to avoid or minimize its effect. The Party affected
     by the other's delay or inability to perform may elect to: (1) suspend this
     Agreement or an order for the duration of the force majeure condition and
     (i) at its option buy, sell, obtain or furnish elsewhere material or
     services to be bought, sold, obtained or furnished under this Agreement or
     an order (unless such sale or furnishing is prohibited under this
     Agreement) and deduct from any commitment the quantity bought, sold,
     obtained or furnished or for which commitments have been made elsewhere and
     (ii) once the force majeure condition ceases, resume performance under this
     Agreement or order with an option to the affected Party to extend the
     period of this Agreement or an order up to the length of time the force
     majeure condition endured and/or (2) when the delay or nonperformance
     continues for a period of at least [***], terminate, at no charge, this
     Agreement or an order, or the part of it relating to material not already
     shipped, or services not already performed. Unless written notice is given
     within [***] after the affected Party is notified of the force majeure
     condition, (1) will be deemed selected.

     In the event that force majeure conditions prevent PSI from manufacturing
     and supplying Wafers to Allegro, in accordance with this Agreement, for a
     period of [***], Allegro shall have the option to require PSI to promptly
     deliver to Allegro copies of all PSI WMT Documentation and Allegro WMT
     Documentation then in PSI's possession and to grant to Allegro a license to
     use the PSI Wafer Manufacturing Technology to the extent necessary and
     sufficient for Allegro to make or have made, use or have used, sell or have
     sold, import or have imported, and otherwise commercialize Wafers for a
     period of time equal to the duration of the Force Majeure event preventing
     PSI's performance.

Section 14. Limitation of Liability:

14.1 In no event will either Party be liable, whether in contract, in tort
     (including negligence), under any warranty or otherwise for any special,
     punitive, indirect, incidental or consequential loss or damage or loss of
     profits or revenues.


                                       12

<PAGE>

Section 15. Emergency Backup Plan:

15.1 Within [***] of the execution of this Agreement, PSI will furnish to
     Allegro, a written plan of action (an "Emergency Backup Plan") that covers
     PSI's plans on how it will continue to perform its obligations under this
     Agreement in case of an unforeseen catastrophe, including a force majeure
     condition, or any other condition in which PSI will be unable to produce
     and ship Wafers for [***]. The Emergency Backup Plan will identify PSI's
     secondary manufacturing location(s), if any, and include the estimated time
     for the implementation of such Emergency Backup Plan and production of
     Wafers.

Section 16. Notices:

16.1 All notices, demands, or consents required or permitted hereunder will be
     in writing and will be delivered, delivered by e-mail, or sent by
     facsimile, or mailed to the respective Parties at the addresses set forth
     below, or at such other address as will have been given to the other Party,
     in writing for the purposes of this clause.

     Such notices and other communications will be deemed effective upon the
     earliest to occur of:

     (a)  Actual delivery (e-mail, facsimile, hard copy),

     (b)  Five (5) days after mailing, addressed and postage prepaid, return
          receipt requested,

     To Allegro:       Allegro MicroSystems, Inc.
                       115 Northeast Cutoff
                       Worcester, MA 01606
                       Attention: Vice President of Operations
                       Phone: 508-854-5240

     With a copy to:   Allegro MicroSystems, Inc.
                       115 Northeast Cutoff
                       Worcester, MA 01606
                       Attention: General Counsel
                       Phone: 508-854-5706

     To PSI:           Polar Semiconductor, Inc.
                       2800 East Old Shakopee Road
                       Bloomington, MN 55425
                       Attn: Chief Operating Officer
                       Phone: 952-876-3290

Section 17. Waiver and Amendment:

17.1 Failure by either Party, at any time, to require performance by the other
     Party, or to claim a breach of any provision of this Agreement, will not be
     construed as a waiver of any right accruing under this Agreement, nor will
     it affect any subsequent breach or the effectiveness of this Agreement, or
     any part hereof, or prejudice either Party with respect to any subsequent
     action. A waiver of any right accruing to either Party, pursuant to this
     Agreement, will not be effective unless given in writing.

Section 18. Assignment:

18.1 Neither Party will assign, transfer, or otherwise dispose of this Agreement
     in whole or in part, without the prior consent of the other Party in
     writing, and such consent will not be


                                       13

<PAGE>

     unreasonably withheld, provided, however, that this Agreement may be
     assigned by either Party to any successor entity, whether by merger,
     consolidation, or acquisition of all or substantially all of the assets of
     such Party related to the performance of this Agreement. Upon the
     completion of such assignment, the assigning Party will promptly provide a
     written notice to the other Party to this Agreement.

Section 19. Governing Law:

19.1 This Agreement shall be governed by and construed in accordance with the
     laws of the State of Massachusetts.

Section 20. Compliance with Laws; Environmental Compliance:

20.1 PSI, and all persons furnished by PSI, will comply at their own expense
     with all applicable federal, state and local laws, ordinances, regulations
     and codes, including those relating to the use of chlorofluorocarbons, and
     including the identification and procurement of required permits,
     certificates, licenses, insurance, approvals and inspections in performance
     under this Agreement.

20.2 PSI agrees to meet the requirements associated with Environmental
     Compliance, as set forth in Appendix L, hereby attached and made part of
     this Agreement.

Section 21. Severability:

21.1 In the event that any provision of this Agreement is found to be unlawful
     or otherwise unenforceable, such provision will be severed, and the entire
     Agreement will not fail on account thereof, the balance continuing in full
     force and effect, and the Parties will endeavor to replace the severed
     provision with a similar provision that is not unlawful or otherwise
     unenforceable.

Section 22. Exports:

22.1 The Parties agree and stipulate that no Wafers, technical information, or
     other information furnished under this Agreement or any direct product
     thereof, will be exported or re-exported, directly or indirectly, to any
     destination restricted or prohibited by export regulations of the United
     States, without the authorization from the competent governmental
     authorities. This restriction applies to all parent, subsidiaries and
     affiliates of the Parties. Any successor provisions to the export
     regulations apply to all future export and re-export transactions and the
     requirements of this Section will survive indefinitely, including any
     termination of this Agreement. Should a Party to this Agreement be held to
     have breached any applicable export regulations, such Party will indemnify
     and hold harmless the other Party from any costs or damages actually
     incurred by the non-breaching Party, to the extent that such non-breaching
     Party is held not accountable for such breach by competent governmental
     authorities.

Section 23. Headings:

23.1 The headings of the various sections of this Agreement have been inserted
     for convenience of reference only and will not be deemed to be a part of,
     or affect the interpretation of, any provision of this Agreement.

Section 24. Counterparts:


                                       14

<PAGE>

24.1 This Agreement may be executed in any number of counterparts, and each such
     counterpart hereof will be deemed to be an original instrument, but all
     such counterparts together will constitute but one Agreement.

Section 25. Communication and Representatives:

25.1 Throughout the term hereof, each Party agrees to designate in writing one
     of its employees to represent it in connection with day-to-day operations
     under this Agreement.

Section 26. Rights of Non-Submitting Party to Comment (Public Disclosure):

26.1 The Parties to this Agreement shall consult with each other as to the form,
     substance and timing of any press release or other public disclosure
     related to this Agreement, or the transactions contemplated hereby, and no
     such press release or other public disclosure shall be made without the
     consent of the other Party hereto, which consent shall not be unreasonably
     withheld or delayed. Each Party shall determine in its sole discretion
     whether such Party is required to file or otherwise submit this Agreement
     with, or to, any governmental authorities, including, without limitation,
     the U.S. Securities and Exchange Commission. If a Party (as the Submitting
     Party) determines that this Agreement is required to be so filed or
     submitted, then such Submitting Party shall with respect to such proposed
     filing or submission: (i) provide a copy of such filing or submission to
     the other Party (as the Non-Submitting Party) reasonably prior to its
     filing or submission, (ii) identify to the extent that the Submitting Party
     intends to request confidential treatment for any portion or portions of
     this Agreement, (iii) provide a reasonable amount of time for the
     Non-Submitting Party's review of the filing or submission and such
     confidentiality request and any redactions comprising such intended request
     and (iv) give good faith consideration to the Non-Submitting Party's
     comments and requests for any additional or different redactions.

Section 27 Integration:

27.1 This Agreement, and each Appendix, and each Exhibit attached, sets forth
     the entire Agreement and understanding between the Parties, as to the
     subject matter hereof, and merges all prior discussions between them, and
     none of the Parties will be bound by any conditions, definitions,
     warranties, modifications, understandings or representations with respect
     to such subject matter other than as expressly provided herein, or as duly
     set forth on or subsequent to the effective date hereof in writing and
     signed by a proper and duly authorized representative of the Party to be
     bound thereby. This Agreement supersedes and replaces in its entirety the
     Agreement between Allegro MicroSystems, Inc. and PolarFab (presently PSI)
     dated January 29, 2001. This Agreement may be modified or amended as set
     forth in writing and signed by a duly authorized representative of each
     Party.

Section 28. Relationship Between Parties:

28.1 Neither Party to this Agreement will have the power to bind the other by
     any guarantee or representation that it may give, or to incur any debts or
     liabilities in the name of or on behalf of the other Party. The Parties
     acknowledge and agree that nothing contained in this Agreement will be
     deemed or construed to constitute or create between the Parties hereto a
     partnership, association, joint venture or other agency.

Section 29. No Implied Licenses:

29.1 No licenses are granted hereunder by implication, estoppel or otherwise.
     Each Party may make reasonable references by name to any other Party in its
     advertising material relative to Wafers, provided that the advance written
     consent of an authorized representative of the other Party has been
     obtained.


                                       15

<PAGE>

Section 30. No Third-Party Beneficiaries:

30.1 No person not a Party to this Agreement will have any rights under this
     Agreement as a third-party beneficiary, or otherwise, other than persons
     entitled to indemnification as expressly set forth herein.

Section 31. Dispute Resolution:

31.1 In the event of any dispute, claim, question, or disagreement arising from,
     or relating to this Agreement, the Parties hereto shall use their best
     efforts to settle the dispute, claim, question, or disagreement. To this
     effect, they shall consult and negotiate with each other in good faith and,
     recognizing their mutual interests, attempt to reach a just and equitable
     solution satisfactory to both Parties. If they do not reach such solution
     within a period of [***], then, upon notice by either Party to the other,
     all such disputes, claims, questions, or differences shall be finally
     settled by arbitration administered by the American Arbitration Association
     in accordance with the provisions of its Commercial Arbitration Rules. The
     Party that initiates arbitration proceedings shall do so within the state,
     or city, of the other Party and that other Party's substantive laws shall
     apply and shall be the site of all arbitration proceedings. Judgment on the
     award rendered by the Arbitrator(s) may be entered in any court having
     jurisdiction thereof.


                                       16

<PAGE>

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the
Effective Date first above written.

Allegro MicroSystems, Inc.


By: /S/ Dennis Fitzgerald
    --------------------------------------
Name: Dennis Fitzgerald
      ------------------------------------
Title: President & Chief Executive Officer
       -----------------------------------


Polar Semiconductor, Inc.


By: /S/ Yoshihiro Suzuki
    --------------------------------------
Name: Yoshihiro Suzuki
      ------------------------------------
Title: President & Chief Executive Officer
       -----------------------------------


                                       17

<PAGE>

                                   APPENDIX A

          APPLICABLE SPECIFICATIONS AND WAFER EVAL ACCEPTANCE CRITERIA


                                     [***]











                                       18

<PAGE>

                                     [***]












                                       19

<PAGE>

                                   APPENDIX B

           MASS PRODUCTION WAFER APPROVAL REQUIREMENTS AND PROCEDURES


                                     [***]







                                       20

<PAGE>

                                   APPENDIX C

                            RISK WAFER AUTHORIZATION



                                     [***]








                                       21

<PAGE>

                                   APPENDIX D

                    RESERVE WAFER OUTS PER QUARTER - SHIPPED
              (in terms of wafer outs - shipped per fiscal quarter)


                                      [***]







                                       22

<PAGE>

                                   APPENDIX D


                                     [***]













                                       23

<PAGE>

                                   APPENDIX E

                                 WAFER LOT SIZES


                                     [***]

















                                       24

<PAGE>

                                   APPENDIX F

                   RELIABILITY AND PROCESS CONTROL INFORMATION

                                      [***]


















                                       25

<PAGE>

                                   APPENDIX G

                       ALLEGRO MICROSYSTEMS' QUALITY PLAN



                                      [***]

















                                       26

<PAGE>

                                   APPENDIX G




                                      [***]

















                                       27

<PAGE>

                                   APPENDIX G


                                     [***]





















                                       28

<PAGE>

                                   APPENDIX G



                                     [***]



















                                       29

<PAGE>

                                   APPENDIX H

                       PSI CYCLE TIME BY WAFER TECHNOLOGY



                                      [***]

















                                       30

<PAGE>

                                   APPENDIX I

                PROBE SCRAP LIMITS AND MINIMUM DIE YIELD BASELINE

                                      [***]





















                                       31

<PAGE>

                                   APPENDIX I


                                     [***]





















                                       32

<PAGE>

                                   APPENDIX I


                                     [***]









                                       33

<PAGE>

                                   APPENDIX I


                                     [***]



















                                       34

<PAGE>

                                   APPENDIX J

                          Wafer Pricing & Mask Pricing


                                     [***]




















                                       35

<PAGE>

                                   APPENDIX J

                    Wafer Pricing & Mask Pricing (continued)




                                     [***]



















                                       36

<PAGE>

                                   APPENDIX J


                                      [***]



















                                       37

<PAGE>

                                   APPENDIX J



                                      [***]
















                                       38

<PAGE>

                                   APPENDIX K

                                SHIPPING CRITERIA

All Wafers to be delivered to Allegro under this Agreement will be packed,
marked, and shipped by PSI, [***], as outlined in the Quality Manual, and care
for transportation of Wafers of a similar type. All Wafers will be accompanied
by the following information, as appropriate: (i) purchase order number, (ii)
Device Type, (iii) Allegro lot number, (iv) lot quantity and (v) any process
information, to be mutually agreed upon in writing by both Parties. Items (i),
(ii), (iii), and (iv) will be clearly marked on the outside of each Wafer
cassette, shipping carton and reflected on the Packing Slip by PSI. Shipments
are [***].


                                       39

<PAGE>

                                   APPENDIX L

                            ENVIRONMENTAL COMPLIANCE



                                     [***]





                                       40

<PAGE>

                                   APPENDIX M


                                      [***]






                                       41

<PAGE>

                                   APPENDIX N

              ALLEGRO WAFER MANUFACTURING TECHNOLOGY AND PSI WAFER
                            MANUFACTURING TECHNOLOGY



                                     [***]







                                       42