**Exhibit 10.25**

 

**AMENDMENT to the**

 

**AGREEMENT FOR WAFER PRODUCTION AND TESTING**

 

**between**

 

**Advanced Power Technology**

 

**405 S.W. Columbia Street, Bend, Oregon, USA**

 

**and**

 

**Infineon Technologies Austria AG**

 

**Siemensstr. 2 , 9500 Villach, Austria**

 

**This Amendment is effective as of the 1st day of April, 2004 andremains in effect through March 31, 2005.**

 

**WHEREAS,** AdvancedPower Technology (hereinafter “APT”) and Siemens Aktiengesellschaft(hereinafter “Siemens”) entered into the Agreement for Wafer Production andTesting on February 11, 1998 (hereinafter “Basic Agreement”);

 

**WHEREAS**, the BasicAgreement was amended in the Amendment to the Agreement for Wafer Productionand Testing (hereinafter “Amendment”) between APT and Infineon Technologies AG,Munich, Germany, the latter being the legal successor of Siemens, on July 19,2000 (both Agreements to be referred hereafter as “Agreements”); The primary purpose of the amendment being to

 

•    agreeto a more formal set of communications for all matters relative to theseagreements.

 

•    fixcapacity by month committed to APT in terms of Wafer Starts Per  Week (wspw) thru September 2001.

 

•    fixwafer/die pricing through September 2001 on a [ * ]wspw basis and establish annual negotiations thereafter.

 

•    expressInfineon’s consent to have the amendment filed with the US SEC.

 

**WHEREAS**, bothAgreements were amended February 5, 2001 by an Extension Agreement (also to bereferred to hereafter as “Agreements”); The primarypurpose of this amendment being to

 

•    extendthe scope of the Agreement to include APT’s MOSVI and MOSVII technologies anddeliver wafers to APT based on these processes accordingly;

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**WHEREAS**, bothAgreements were amended January 1, 2002

 

•    revised wafer/die pricing for wafer/die shipments to APTduring Calendar Year (CY) 2002. (January 1, 2002 thru December31, 2002)

 

•    a minimum wspw volume guarantee by APT.

 

•    an additional price reduction opportunity for APT in theform of a rebate if the total number of wafers started in CY2002 meets orexceeds a predetermined quantity.

 

**WHEREAS**, theprevious agreements were amended on January 6, 2003 to

 

•    extendthe scope of the Agreements to include APT’s MosVII IGBT technology and deliverwafers processed to a mutually agreed upon process flow to APT based on theseprocesses accordingly

 

•    agreethat during the transfer period of the MosVII IGBT process a cost of [ * ] will be shared [ * ] between APT and Infineon, billedto APT on a monthly basis.

 

**WHEREAS**, theprevious agreements and amendments are assigned from Infineon Technologies AG,Munich, Germany, to Infineon Technologies Austria AG (hereinafter “InfineonAustria”)

 

**NOW**, **THEREAFTER**, based on mutual promises contained herein andintending to be legally bound, the parties agree to the following terms andconditions:

 

1.   Dieprices for MosV technology will increase by [ * ]effective June 1, 2004 as reflected in Exhibit A.

 

2.   Waferprices for Mos6&7, Mosfet & IGBT technology will increase by [ * ] effective June 1, 2004 as reflected in Exhibit A.

 

3.   TheMinimum Volume Commitment of APT stays at [ * ] wspw and start rules guided bythe first week starts being fixed, the next 7 weeks allowed delta being [ * ],the following 5 weeks allowed delta being [ * ], and no limits to the % deltaafter that, apply.

 

4.   InfineonAustria will use commercially reasonable efforts to support APT’s requirementsin the event that a weekly capacity of more than [ * ]wspw is required within the rules of forecast changes defined in paragraph 3above.

 

5.   Notwithstandingparagraph 3 above, Infineon commits as a minimum the following capacity to APT.

 

a.   April’04– June’04, “2Q04”, [ * ]  wspw.

 

b.   July’04– September’04, “3Q04”, [ * ] wspw.

 

c.   October’04– December’04, “4Q04”, [ * ] wspw

 

d.   January’05– March’05, “1Q05”, [ * ] wspw.

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

6.   Incase no agreement can be achieved during the next annual negotiation by the endof March 2005 the prices and volumes based on the latest confirmed monthlyforecast will continue to apply. Prices then in existence are those in place atthe time of that annual negotiation, the volumes confirmed in the latestmonthly forecast define the maximum capacity commitment of Infineon to APT forthe consecutive 6 months beginning April 1, 2005 and will be [ * ] wspw forfollowing 6 months. During this period APT agrees to start a minimum of [ * ] WSPW including wafers started on a “risk basis” asdefined in prior agreements.

 

**MISCELLANEOUS**

 

7.   InfineonAustria hereby expressly gives its consent to have this agreement filed withthe US SEC with the understanding that confidential information such as thatrelated to pricing, volume, and other special arrangements be omitted.

 

8.   Exceptas otherwise explicitly amended in paragraphs 1 to 6 above, the terms andconditions of the Basic Agreement and its prior Amendments shall remain in fullforce and effect.

 

 

**ADVANCED POWER TECHNOLOGY****      INFINEONTECHNOLOGIES Austria AG**

 

 
| **By**   | **Patrick  Sireta**  | **By**     | **Arunjai Mittal**   |
|----------|----------------------|------------|----------------------|
|     |                 |
|     |                 |
| **Date** | ** **           | ** ** | **Date**             |   |   |
|     |                 |
|     |                 |
| **By**   | **Russell Crecraft** | **By**     | **Andreas Urschitz** |
|     |                 |
|     |                 |
| **Date** | ** **           | ** ** | **Date**             |   |   |
|          |                      |            |                      |  |  |  |  |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

Exhibit A

 

| Die Based Pricing |
|-------------------|

 

| **APT  MOSV  TYPE** | ** ** | **Infineon  TYPE** | ** ** | **Die Price  effective  1-Jan-02** | ** ** | **Die Price  effective  1-Jun-04** | ** ** |
|---------------------|------------|--------------------|------------|------------------------------------|------------|------------------------------------|------------|
| 515-040             |       | C9000A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 515-050             |       | C9000A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 515-060             |       | C9000A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 515-060             |       | C9000A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 596-080             |       | C9001A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 566-040             |       | C9002A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 566-050             |       | C9002A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 566-060             |       | C9002A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 576-080             |       | C9003A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 576-100             |       | C9003A01011        |       | [ * ]                              |       | [ * ]                              |       |
| 576-120             |       | C9003A01211        |       | [ * ]                              |       | [ * ]                              |       |
| 5F6-010             |       | C9004A00111        |       | [ * ]                              |       | [ * ]                              |       |
| 5F6-020             |       | C9004A00211        |       | [ * ]                              |       | [ * ]                              |       |
| 5F6-030             |       | C9004A00311        |       | [ * ]                              |       | [ * ]                              |       |
| 546-040             |       | C9005A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 546-050             |       | C9005A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 546-060             |       | C9005A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 5K6-010             |       | C9006A00111        |       | [ * ]                              |       | [ * ]                              |       |
| 5K6-020             |       | C9006A00211        |       | [ * ]                              |       | [ * ]                              |       |
| 5K6-030             |       | C9006A00311        |       | [ * ]                              |       | [ * ]                              |       |
| 556-040             |       | C9007A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 556-050             |       | C9007A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 556-060             |       | C9007A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 586-080             |       | C9008A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 586-100             |       | C9008A01011        |       | [ * ]                              |       | [ * ]                              |       |
| 586-120             |       | C9008A01211        |       | [ * ]                              |       | [ * ]                              |       |
| 5F7-040             |       | C9009A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 5F7-050             |       | C9009A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 5F7-060             |       | C9009A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 547-010             |       | C9010A00111        |       | [ * ]                              |       | [ * ]                              |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

| **APT  MOSV  TYPE** | ** ** | **Infineon  TYPE** | ** ** | **Die Price  effective  1-Jan-02** | ** ** | **Die Price  effective  1-Jun-04** | ** ** |
|---------------------|------------|--------------------|------------|------------------------------------|------------|------------------------------------|------------|
| 547-020             |       | C9010A00211        |       | [ * ]                              |       | [ * ]                              |       |
| 547-030             |       | C9010A00311        |       | [ * ]                              |       | [ * ]                              |       |
| 527-040             |       | C9011A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 527-050             |       | C9011A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 527-060             |       | C9011A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 557-080             |       | C9012A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 557-100             |       | C9012A01011        |       | [ * ]                              |       | [ * ]                              |       |
| 557-120             |       | C9012A01211        |       | [ * ]                              |       | [ * ]                              |       |
| 538-010             |       | C9013A00111        |       | [ * ]                              |       | [ * ]                              |       |
| 538-020             |       | C9013A00211        |       | [ * ]                              |       | [ * ]                              |       |
| 538-030             |       | C9013A00311        |       | [ * ]                              |       | [ * ]                              |       |
| 528-040             |       | C9014A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 528-050             |       | C9014A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 528-060             |       | C9014A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 548-080             |       | C9015A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 548-100             |       | C9015A01011        |       | [ * ]                              |       | [ * ]                              |       |
| 548-120             |       | C9015A01211        |       | [ * ]                              |       | [ * ]                              |       |
| 548-140             |       | C9015A1411         |       | [ * ]                              |       | [ * ]                              |       |
| 577-040             |       | C9016A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 577-050             |       | C9016A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 577-060             |       | C9016A00611        |       | [ * ]                              |       | [ * ]                              |       |
| 5K7-010             |       | C9017A00111        |       | [ * ]                              |       | [ * ]                              |       |
| 5K7-020             |       | C9017A00211        |       | [ * ]                              |       | [ * ]                              |       |
| 5K7-030             |       | C9017A00311        |       | [ * ]                              |       | [ * ]                              |       |
| 587-080             |       | C9018A00811        |       | [ * ]                              |       | [ * ]                              |       |
| 587-100             |       | C9018A01011        |       | [ * ]                              |       | [ * ]                              |       |
| 587-120             |       | C9018A01211        |       | [ * ]                              |       | [ * ]                              |       |
| 558-400             |       | C9019A00411        |       | [ * ]                              |       | [ * ]                              |       |
| 558-500             |       | C9019A00511        |       | [ * ]                              |       | [ * ]                              |       |
| 558-600             |       | C9019A00611        |       | [ * ]                              |       | [ * ]                              |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

| Wafer Based Pricing |
|---------------------|

 

| **MOSVI  Voltage** | ** ** | **Wafer Price  effective  1-Jan-02** | ** ** | **Wafer Price  effective  1-Jun-04** | ** ** |
|--------------------|------------|--------------------------------------|------------|--------------------------------------|------------|
| 100                |       | [ * ]                                |       | [ * ]                                |       |
| 200                |       | [ * ]                                |       | [ * ]                                |       |
| 300                |       | [ * ]                                |       | [ * ]                                |       |
| 400                |       | [ * ]                                |       | [ * ]                                |       |
| 500                |       | [ * ]                                |       | [ * ]                                |       |
| 600                |       | [ * ]                                |       | [ * ]                                |       |
| 800                |       | [ * ]                                |       | [ * ]                                |       |
| 1000               |       | [ * ]                                |       | [ * ]                                |       |
| 1200               |       | [ * ]                                |       | [ * ]                                |       |

 

| **MOSVII  Mosfet  Voltage** | ** ** | **Wafer Price  effective  1-Jan-02** | ** ** | **Wafer Price  effective  1-Jun-04** | ** ** |
|-----------------------------|------------|--------------------------------------|------------|--------------------------------------|------------|
| 100                         |       | [  * ]                               |       | [  * ]                               |       |
| 200                         |       | [ * ]                                |       | [ * ]                                |       |
| 300                         |       | [ * ]                                |       | [ * ]                                |       |
| 400                         |       | [ * ]                                |       | [ * ]                                |       |
| 500                         |       | [ * ]                                |       | [ * ]                                |       |
| 550                         |       | [ * ]                                |       | [ * ]                                |       |
| 600                         |       | [ * ]                                |       | [ * ]                                |       |
| 800                         |       | [ * ]                                |       | [ * ]                                |       |
| 1000                        |       | [ * ]                                |       | [ * ]                                |       |
| 1100                        |       | [ * ]                                |       | [ * ]                                |       |
| 1200                        |       | [ * ]                                |       | [ * ]                                |       |

 

| **MOSVII  IGBT Voltage** | ** ** | **Wafer Price  effective  1-Jan-02** | ** ** | **Wafer Price  effective  1-Jun-04** | ** ** |
|--------------------------|------------|--------------------------------------|------------|--------------------------------------|------------|
| 300                      |       | [ * ]                                |       | [ * ]                                |       |
| 600                      |       | [ * ]                                |       | [ * ]                                |       |
| 900                      |       | [ * ]                                |       | [ * ]                                |       |
| 1000                     |       | [ * ]                                |       | [ * ]                                |       |
| 1200                     |       | [ * ]                                |       | [ * ]                                |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**AMENDMENT to the**

 

**AGREEMENT FORWAFER PRODUCTION AND TESTING**

 

**between**

 

**Advanced Power Technology**

 

**and**

 

**InfineonTechnologies AG**

 

**This Amendment is effective as of the 1st day of January,2003.**

 

**WHEREAS,  Advanced**Power Technology (hereinafter “APT”) and Siemens Aktiengesellschaft(hereinafter “Siemens”) entered into the Agreement for Wafer Production andTesting on February 11, 1998 (hereinafter “Basic Agreement”);

 

**WHEREAS**, the BasicAgreement was amended in the Amendment to the Agreement for Wafer Productionand Testing (hereinafter “Amendment”) between APT and Infineon Technologies AG(hereinafter “Infineon”), the latter being the legal successor of Siemens, onJuly 19, 2000 (both Agreements to be referred hereafter as “Agreements”); The primary purpose of the amendment being to

 

•    agreeto a more formal set of communications for all matters relative to theseagreements.

 

•    fixcapacity by month committed to APT in terms of Wafer Starts Per  Week (wspw) thru September 2001.

 

•    fixwafer/die pricing through September 2001 on a [ * ]wspw basis and establish annual negotiations thereafter.

 

•    expressInfineon’s consent to have the amendment filed with the US SEC.

 

**WHEREAS**, bothAgreements were amended February 5, 2001 by an Extension Agreement (also to bereferred to hereafter as “Agreements”); The primarypurpose of this amendment being to

 

•    extendthe scope of the Agreement to include APT’s MOSVI and MOSVII technologies anddeliver wafers to APT based on these processes accordingly;

 

**WHEREAS**, bothAgreements were amended January 1, 2002

 

•    revised wafer/die pricing for wafer/die shipments to APTduring Calendar Year (CY) 2002. (January 1, 2002 thru December31, 2002)

 

•    a minimum wspw volume guarantee by APT.

 

•    an additional price reduction opportunity for APT in theform of a rebate if the total number of wafers started in CY2002 meets orexceeds a predetermined quantity.

 

----

[ * ] = CONFIDENTIAL TREATMENT REQUESTED

 

----

 

**WHEREAS**, bothcompanies desire to extend the scope of the Agreements to include APT’s MosVIIIGBT technology and deliver wafers processed to a mutually agreed upon processflow to APT based on these processes accordingly.

 

**NOW**, **THEREAFTER**, based on mutual promises contained herein andintending to be legally bound, the parties agree to the following terms andconditions:

 

1.   TheMosVII IGBT wafer pricing is set forth in the following table.

 

| **MOSVII  IGBT Voltage** | ** ** | **Wafer Price  effective** | ** ** |
|--------------------------|------------|----------------------------|------------|
| 600                      |       | [ * ]                      |       |
| 900                      |       | [ * ]                      |       |
| 1000                     |       | [ * ]                      |       |
| 1200                     |       | [ * ]                      |       |

 

2.   APTagrees that during the transfer period of the MosVII IGBT process a cost of [ * ] will be shared [ * ] between APT and Infineon, billedto APT on a monthly basis.

 

3.   Infineonhereby expressly gives its consent to have this agreement filed with the US SECwith the understanding that confidential information such as that related topricing, volume, and other special arrangements be omitted.

 

**MISCELLANEOUS**

 

Except as otherwise explicitly amended hereby, the terms and conditionsof the Basic Agreement and its Amendments shall remain in full force andeffect.

 

 
| **ADVANCED  POWER TECHNOLOGY** | **INFINEON  TECHNOLOGIES AG** |
|--------------------------------|-------------------------------|
|                           |                          |
|                           |                          |
| **By**                         |                          |   | **By** |   |   |
|                           |                          |
|                           |                          |
| **Date**                       |                          |   | **Date** |   |   |
|                           |                          |
|                           |                          |
| **By**                         |                          |   | **By** |   |   |
|                           |                          |
|                           |                          |
| **Date**                       | ** **                    |   | **Date** |   |   |
|                                |                               |  |  |  |  |  |  |  |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**AMENDMENT to the**

 

**AGREEMENT FORWAFER PRODUCTION AND TESTING**

 

**between**

 

**Advanced Power Technology**

 

**and**

 

**InfineonTechnologies AG**

 

**This Amendment is effective as of the 1st day of January,2002.**

 

**WHEREAS,  Advanced**Power Technology (hereinafter “APT”) and Siemens Aktiengesellschaft(hereinafter “Siemens”) entered into the Agreement for Wafer Production andTesting on February 11, 1998 (hereinafter “Basic Agreement”);

 

**WHEREAS**, the BasicAgreement was amended in the Amendment to the Agreement for Wafer Productionand Testing (hereinafter “Amendment”) between APT and Infineon Technologies AG(hereinafter “Infineon”), the latter being the legal successor of Siemens, onJuly 19, 2000 (both Agreements to be referred hereafter as “Agreements”); The primary purpose of the amendment being to

 

•    agreeto a more formal set of communications for all matters relative to theseagreements.

 

•    fixcapacity by month committed to APT in terms of Wafer Starts Per  Week (wspw) thru September 2001.

 

•    fixwafer/die pricing through September 2001 on a [ * ]wspw basis and establish annual negotiations thereafter.

 

•    expressInfineon’s consent to have the amendment filed with the US SEC.

 

**WHEREAS**, bothAgreements were amended February 5, 2001 by an Extension Agreement (also to bereferred to hereafter as “Agreements”); The primarypurpose of this amendment being to

 

•    extendthe scope of the Agreement to include APT’s MOSVI and MOSVII technologies anddeliver wafers to APT based on these processes accordingly;

 

**WHEREAS**, bothparties wish to amend the existing Agreements to reflect

 

•    revised wafer/die pricing for wafer/die shipments to APTduring Calendar Year (CY) 2002. (January 1, 2002 thru December31, 2002)

 

•    a minimum wspw volume guarantee by APT.

 

•    an additional price reduction opportunity for APT in theform of a rebate if the total number of wafers started in CY2002 meets orexceeds a predetermined quantity.

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**NOW**, **THEREAFTER**, based on mutual promises contained herein andintending to be legally bound, the parties agree to the following terms andconditions:

 

1.   Allreferences to wafer/die prices in the existing Agreements shall be replaced bythose listed in the following table and shall apply to all applicable productsshipped to APT effective January 1, 2002. (includingEPI, US Currency)

 

| Die  Based Pricing |
|--------------------|

 

| **APT  MOSV  TYPE** | ** ** | **Infineon  TYPE** | ** ** | **Previous Die  Price** | ** ** | **Die Price  effective  January 1, 2002** | ** ** |
|---------------------|------------|--------------------|------------|-------------------------|------------|-------------------------------------------|------------|
| 515-040             |       | C9000A00411        |       | [  * ]                  |       | [  * ]                                    |       |
| 515-050             |       | C9000A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 515-060             |       | C9000A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 596-080             |       | C9001A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 566-040             |       | C9002A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 566-050             |       | C9002A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 566-060             |       | C9002A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 576-080             |       | C9003A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 576-100             |       | C9003A01011        |       | [ * ]                   |       | [ * ]                                     |       |
| 576-120             |       | C9003A01211        |       | [ * ]                   |       | [ * ]                                     |       |
| 5F6-010             |       | C9004A00111        |       | [ * ]                   |       | [ * ]                                     |       |
| 5F6-020             |       | C9004A00211        |       | [ * ]                   |       | [ * ]                                     |       |
| 5F6-030             |       | C9004A00311        |       | [ * ]                   |       | [ * ]                                     |       |
| 546-040             |       | C9005A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 546-050             |       | C9005A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 546-060             |       | C9005A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K6-010             |       | C9006A00111        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K6-020             |       | C9006A00211        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K6-030             |       | C9006A00311        |       | [ * ]                   |       | [ * ]                                     |       |
| 556-040             |       | C9007A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 556-050             |       | C9007A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 556-060             |       | C9007A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 586-080             |       | C9008A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 586-100             |       | C9008A01011        |       | [ * ]                   |       | [ * ]                                     |       |
| 586-120             |       | C9008A01211        |       | [ * ]                   |       | [ * ]                                     |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

| **APT  MOSV  TYPE** | ** ** | **Infineon  TYPE** | ** ** | **Previous Die  Price** | ** ** | **Die Price  effective  January 1, 2002** | ** ** |
|---------------------|------------|--------------------|------------|-------------------------|------------|-------------------------------------------|------------|
| 5F7-040             |       | C9009A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 5F7-050             |       | C9009A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 5F7-060             |       | C9009A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 547-010             |       | C9010A00111        |       | [ * ]                   |       | [ * ]                                     |       |
| 547-020             |       | C9010A00211        |       | [ * ]                   |       | [ * ]                                     |       |
| 547-030             |       | C9010A00311        |       | [ * ]                   |       | [ * ]                                     |       |
| 527-040             |       | C9011A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 527-050             |       | C9011A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 527-060             |       | C9011A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 557-080             |       | C9012A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 557-100             |       | C9012A01011        |       | [ * ]                   |       | [ * ]                                     |       |
| 557-120             |       | C9012A01211        |       | [ * ]                   |       | [ * ]                                     |       |
| 538-010             |       | C9013A00111        |       | [ * ]                   |       | [ * ]                                     |       |
| 538-020             |       | C9013A00211        |       | [ * ]                   |       | [ * ]                                     |       |
| 538-030             |       | C9013A00311        |       | [ * ]                   |       | [ * ]                                     |       |
| 528-040             |       | C9014A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 528-050             |       | C9014A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 528-060             |       | C9014A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 548-080             |       | C9015A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 548-100             |       | C9015A01011        |       | [ * ]                   |       | [ * ]                                     |       |
| 548-120             |       | C9015A01211        |       | [ * ]                   |       | [ * ]                                     |       |
| 548-140             |       | C9015A1411         |       | [ * ]                   |       | [ * ]                                     |       |
| 577-040             |       | C9016A00411        |       | [ * ]                   |       | [ * ]                                     |       |
| 577-050             |       | C9016A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 577-060             |       | C9016A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K7-010             |       | C9017A00111        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K7-020             |       | C9017A00211        |       | [ * ]                   |       | [ * ]                                     |       |
| 5K7-030             |       | C9017A00311        |       | [ * ]                   |       | [ * ]                                     |       |
| 587-080             |       | C9018A00811        |       | [ * ]                   |       | [ * ]                                     |       |
| 587-100             |       | C9018A01011        |       | [ * ]                   |       | [ * ]                                     |       |
| 587-120             |       | C9018A01211        |       | [ * ]                   |       | [ * ]                                     |       |
| 558-400             |       | C9019A00411        |       | [ * ]                   |       | [ * ]                                     |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

| **APT  MOSV  TYPE** | ** ** | **Infineon  TYPE** | ** ** | **Previous Die  Price** | ** ** | **Die Price  effective  January 1, 2002** | ** ** |
|---------------------|------------|--------------------|------------|-------------------------|------------|-------------------------------------------|------------|
| 558-500             |       | C9019A00511        |       | [ * ]                   |       | [ * ]                                     |       |
| 558-600             |       | C9019A00611        |       | [ * ]                   |       | [ * ]                                     |       |
| 588-080             |       | C9020A0811         |       | [ * ]                   |       | [ * ]                                     |       |
| 588-100             |       | C9020A1011         |       | [ * ]                   |       | [ * ]                                     |       |
| 588-120             |       | C9020A1211         |       | [ * ]                   |       | [ * ]                                     |       |

 

| Wafer  Based Pricing |
|----------------------|

 

| **MOSVI  Voltage** | ** ** | **Previous  Wafer Price** | ** ** | **Wafer Price  effective  January 1, 2002** | ** ** |
|--------------------|------------|---------------------------|------------|---------------------------------------------|------------|
| 100                |       | [ * ]                     |       | [ * ]                                       |       |
| 200                |       | [ * ]                     |       | [ * ]                                       |       |
| 300                |       | [ * ]                     |       | [ * ]                                       |       |
| 400                |       | [ * ]                     |       | [ * ]                                       |       |
| 500                |       | [ * ]                     |       | [ * ]                                       |       |
| 600                |       | [ * ]                     |       | [ * ]                                       |       |
| 800                |       | [ * ]                     |       | [ * ]                                       |       |
| 1000               |       | [ * ]                     |       | [ * ]                                       |       |
| 1200               |       | [ * ]                     |       | [ * ]                                       |       |

 

| **MOSVII  Mosfet  Voltage** | ** ** | **Previous  Wafer Price** | ** ** | **Wafer Price  effective1-Jan-02** | ** ** |
|-----------------------------|------------|---------------------------|------------|------------------------------------|------------|
| 100                         |       | [ * ]                     |       | [ * ]                              |       |
| 200                         |       | [ * ]                     |       | [ * ]                              |       |
| 300                         |       | [ * ]                     |       | [ * ]                              |       |
| 400                         |       | [ * ]                     |       | [ * ]                              |       |
| 500                         |       | [ * ]                     |       | [ * ]                              |       |
| 600                         |       | [ * ]                     |       | [ * ]                              |       |
| 800                         |       | [ * ]                     |       | [ * ]                              |       |
| 1000                        |       | [ * ]                     |       | [ * ]                              |       |
| 1200                        |       | [ * ]                     |       | [ * ]                              |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

The provisions for transitioning from a waferbased price to a die based price and for qualification lot charge calculationshall remain as defined in the prior agreements.

 

2.   APTagrees to start a minimum of [ * ] wspw includingwafers started on a “risk” basis as defined in prior Agreements during CY2002.

 

3.   Infineonagrees that if and when the total quantity of wafers started by APT duringCY2002 meets or exceeds [ * ] wafers that anadditional rebate of [ * ] will be given to APT which will be applied to thetotal number of wafers procured by APT in CY2002.

 

4.   Infineonhereby expressly gives its consent to have this agreement filed with the US SECwith the understanding that confidential information such as that related topricing, volume, and other special arrangements be omitted.

 

**MISCELLANEOUS**

 

Except as otherwise explicitly amendedhereby, the terms and conditions of the Basic Agreement and its Amendmentsshall remain in full force and effect.

 

 
| **ADVANCED  POWER TECHNOLOGY** | **INFINEON  TECHNOLOGIES AG** |
|--------------------------------|-------------------------------|
|                           |                          |
|                           |                          |
| **By**                         |                          |   | **By** |   |   |
|                           |                          |
|                           |                          |
| **Date**                       |                          |   | **Date** |   |   |
|                           |                          |
|                           |                          |
| **By**                         |                          |   | **By** |   |   |
|                           |                          |
|                           |                          |
| **Date**                       | ** **                    |   | **Date** |   |   |
|                                |                               |  |  |  |  |  |  |  |  |  |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**AMENDMENT AND EXTENSION AGREEMENT to the**

 

**AGREEMENT FOR WAFER PRODUCTION AND TESTING**

 

**(hereinafter “Extension Agreement”)**

 

**between**

 

**Advanced Power Technology**

 

**And**

 

**Infineon Technologies AG**

 

**WHEREAS**,Advanced Power Technology (hereinafter “APT”) and Siemens Aktiengesellschaft(hereinafter “Siemens”) entered into the Agreement for Wafer Production andTesting on February 11, 1998 (hereinafter “Basic Agreement”);

 

**WHEREAS**,the Basic Agreement was amended in the Amendment to the Agreement for WaferProduction and Testing (hereinafter “Amendment”) between APT and InfineonTechnologies AG (hereinafter “Infineon”), the latter being the legal successorof Siemens, on July 19, 2000 (both Agreements to be referred hereafter as “Agreements”);

 

**WHEREAS**,in the Agreements, Infineon agreed to install APT’s MOSV process and deliverwafers to APT based on this MOSV process accordingly;

 

**WHEREAS**,APT wishes, and Infineon is willing, to install APT’s MOSVI and MOSVIIprocesses and deliver wafers based on these new processes in addition to APT’sMOSV process;

 

**WHEREAS**,both parties wish to extend the agreements to the MOSVI and MosVIl processes byconcluding this Extension Agreement and to include MOSVI/MOSVII into Infineon’scommitted capacity obligation as defined in the Agreements and APT’s minimumordering quantity obligation for MOSV and MOSVI and MOSVII processes;

 

**WHEREAS**,both parties agree that the MOSVI and MOSVII processes are separate anddistinct;

 

**NOW,THEREAFTER**, based on mutual promises contained hereinand intending to be legally bound, the parties agree to the following terms andconditions:

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**DEFINITIONS:**

 

As far as notexpressly modified herein, all the definitions as defined in the Agreementsshall equally apply to the MOSVI and MOSVII processes except as follows:

 

For the MOSVIand MOSVII processes:

 

•    Exhibit1 of the Basic Agreement shall be replaced in numbers and types by Exhibit 1a.

 

•    Exhibit2 of the Basic Agreement requirements shall apply to the amended Exhibit 1a.

 

•    Exhibit5 of the Basic Agreement shall be superceded by Section II of this ExtensionAgreement.

 

•    Exhibit6 of the Basic Agreement shall be amended to reflect that APT agrees thatduring the transfer period of the MOSVI and MOSVII processes (six months), acost of [ * ] will be shared [ * ] between APT and Infineon, billed to APT on amonthly basis.

 

•    FixedDie Prices” for the MOSVI and MOSVII processes shall be the die prices based onwafer prices as specified in Section IV of this Extension Agreement, yieldwafer lot [ * ], optical and test yield as defined inSection 2.3.1.4 of thisExtension Agreement for the first three months of production and newly achievedoptical and test yield for the time following the first three months.

 

**I.**        **GENERAL**

 

The partieshereby agree that all terms and conditions of the Agreements shall equallyapply to the MOSVI and MOSVII processes as far as not specifically modifiedhereafter.

 

**II.****      ****QUALIFICATION**

 

For the MOSVIand MOSVII processes, Section 2.3.1 of the Basic Agreement shall be amended byadding the following subparagraphs:

 

2.3.1.1             Ordering and deliveryof Wafers and/or Good Dies based on the MOSVI and MOSVII processes shall onlytake place after the following preconditions have been met:

 

2.3.1.2             APT must have givenits qualification approval for the MOSVI or MOSVII process and each individualPower MaS die, manufactured with these processes.

 

2.3.1.3             Infineon hassuccessfully performed tests of seventy hours HTRB, twelve hours HTGB, eighteenhours HTNA at its manufacturing site in Villach in wafer form. APT is hereby

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

expresslypermitted to attend these tests by giving advance written notice to Infineon.

 

2.3.1.4                     The opticaland test yields of die types as specified in Exhibit 1a of this ExtensionAgreement have been achieved.

 

For the MOSVIand MOSVII processes, Sections 2.3.2 and 2.3.3 of the Basic Agreement shall beamended and restated as follows:

 

2.3.2                        For thepurpose of qualification as specified in Exhibit 4 of the Basic Agreement andSection II of this Extension Agreement, Infineon shall provide APT with theagreed upon Number of Wafers. Infineon shall be paid two times the wafer priceas specified in Section IV of this Extension Agreement. Infineon shall, inaccordance with the agreed schedule, deliver to APT any documents and reportsas required.

 

2.3.3                        Prior tocompletion of the qualification, APT may, in accordance with Exhibit 6, requestthat Infineon provide Wafers out of “Risk Starts”. Infineon will provide theseWafers out of Risk Starts to APT at the wafer price as specified in Section IVin this Extension Agreement. Payment for such Wafers shall always be made basedon one whole lot. For the avoidance of doubt, Infineon does not warrant anyyield for Wafers out of Risk starts but is still responsible for line yield andAPT will only pay for the actual Wafers out. APT may, during qualification orthereafter, stop production of Wafers for any or all APT Power MOS chips bygiving written notice to Infineon. Infineon will stop production followingcompletion of the process step at which the Wafers reside at the time ofnotification. APT will pay Infineon for all Wafers started prior to Infineonreceiving such notice. Prices for Wafers out of Risk Starts shall be the waferprice. Payment for such Wafers shall always be made based on an entire lot.

 

**III****       PRODUCTION, FORECAST/ORDERING**

 

For the MOSVIand MOSVII processes, a new Section 3.1 of the Basic Agreement will be amendedand restated as follows:

 

3.1       During transfer andqualification of the MOSVI and/or MOSVII processes, pricing for each Wafer willbe two times the wafer prices as stated in Section IV of this ExtensionAgreement. For the first three months of production following qualificationapproval, new prices (Fixed Die Prices) will be based on wafer prices asspecified in Section IV of this Extension Agreement, yield wafer lot [ * ], andoptical and test yield as defined in Section 2.3.1.4 of this ExtensionAgreement. After three months

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

ofproduction, both parties will perform new tests and review the yield historyobtained during the qualification phase and the first three months ofproduction, and determine the new percentage of average lot yield on which tobase Fixed Die Prices. The Fixed Die Prices will be recalculated based on theseaverages. Fixed Die Pricing will not be composed of each good Die actuallyachieved on each Wafer but will be calculated on a flat rate basis based on theaverage percentage of Good Die achieved on a lot-by-lot basis.

 

Section 5 ofthe Amendment, which formally amended Section 3.3 of the Basic Agreement for WaferProduction and Testing, will be amended for the MOSV and MOSVI/MOSVII processesas follows:

 

As a basis forlong term cooperation, after qualification of the MOSVI process, APT commits toorder [ * ] wafer starts per week based on the MOSVIprocess. After qualification of the MOSVII process, APT’s commitment as itrelates to the minimum [ * ] wafer starts per weekmentioned above with regard to MOSVI will be based on either the MOSVI orMOSVII process. Should APT fail to fulfill this commitment, APT will pay a “lostopportunity charge” of [ * ] of the Fixed Price for500v Wafers for the MOSV process as defined in the Amendment.

 

For the MOSV,MOSVI and MOSVII processes altogether, Infineon commits to reserve for APT theminimum production capacity for a minimum volume (hereinafter “CommittedCapacity”) as stated in the Amendment, and to deliver such Wafers to APT or onrequest of APT, to one of its Subsidiaries. This means that Infineon will havefulfilled the minimum Committed Capacity requirement if Infineon has deliveredthe quantities of Wafers either based on the MOSV or MOSVI or MOSVII process.

 

**IV.****      PRICES,PAYMENT, DELIVERIES AND SHIPMENTS**

 

For the MOSVIand MOSVII processes, the following wafer prices shall apply, will be used asthe basis for subsequent calculations of fixed die pricing, and will be fixedthrough September, 2001.

 
| ** ** | ** ** | **US$  MOSVI** | ** ** | **MOSVII** | ** ** |
|------------|------------|----------------|------------|------------|------------|
|       |       |           |       |       |       |
| 100 v      |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 200v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 300v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 400v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 500v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 600v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 800v       |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 1000v      |       | [ * ]          |       | [ * ]      |       |
|       |       |           |       |       |       |
| 1200V      |       | [ * ]          |       | [ * ]      |       |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**V.****       MISCELLANEOUS**

 

Except asotherwise explicitly amended hereby, the terms and conditions of the BasicAgreement and its Amendment shall remain in full force and effect. Except asnot expressly modified herein, all the terms and conditions of the BasicAgreement and the Amendment will equally apply to the MOSVI and MOSVIIprocesses.

 

DATED this 5thday of MAY, 2001.

 
| **ADVANCED POWER TECHNOLOGY  AG** | **INFINEON TECHNOLOGIES** |
|-----------------------------------|---------------------------|
|                              |                      |
|                              |                      |
| **By**                            |                      |   | **By** |   |   |
|                              |                      |
|                              |                      |
| **By**                            |                      |   | **By** |   |   |
|                                   |                           |  |  |  |  |  |  |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----

 

**EXHIBIT 1a**

 
| **APT Die****MosV** | ** ** | **APT Die****MosVI** | ** ** | **APT Die****MosVIl** | ** ** | **Infineon****P/N** | *** *** | **Post Qual****Optical I Test Yields** | *** *** |
|---------------------|------------|----------------------|------------|-----------------------|------------|---------------------|--------------|----------------------------------------|--------------|
| 566                 |       |                 |       |                  |       | 9002                |         |                                   |         |
|                |       |                 |       | 1066                  |       | 9202                |         | [ * ]                                  |         |
| 596                 |       |                 |       |                  |       | 9001                |         | [ * ]                                  |         |
| 576                 |       |                 |       |                  |       | 9003                |         |                                   |         |
|                |       | 876                  |       |                  |       | 9103                |         | [ * ]                                  |         |
|                |       |                 |       | 1076                  |       | 9203                |         | [ * ]                                  |         |
| 546                 |       |                 |       |                  |       | 9005                |         |                                   |         |
| 5F6                 |       |                 |       |                  |       | 9004                |         |                                   |         |
|                |       | 846                  |       |                  |       | 9105                |         | [ * ]                                  |         |
|                |       |                 |       | 1046                  |       | 9205                |         | [ * ]                                  |         |
| 556                 |       |                 |       |                  |       | 9007                |         |                                   |         |
| 5K6                 |       |                 |       |                  |       | 9006                |         |                                   |         |
|                |       | 856                  |       |                  |       | 9107                |         | [ * ]                                  |         |
|                |       |                 |       | 1056                  |       | 9207                |         | [ * ]                                  |         |
| 586                 |       |                 |       |                  |       | 9008                |         |                                   |         |
|                |       | 886                  |       |                  |       | 9108                |         | [ * ]                                  |         |
|                |       |                 |       | 1086                  |       | 9208                |         | [ * ]                                  |         |
| 5F7                 |       |                 |       |                  |       | 9009                |         |                                   |         |
|                |       | 8F7                  |       |                  |       | 9109                |         | [ * ]                                  |         |
|                |       |                 |       | 1037                  |       | 9220                |         | [ * ]                                  |         |
| 558                 |       |                 |       |                  |       | 9019                |         |                                   |         |
|                |       |                 |       | 1058                  |       | 9219                |         | [ * ]                                  |         |
| 588                 |       |                 |       |                  |       |                |         |                                   |         |
|                |       |                 |       | 1088                  |       |                |         | [ * ]                                  |         |
| 527                 |       |                 |       |                  |       | 9011                |         |                                   |         |
| 547                 |       |                 |       |                  |       | 9010                |         |                                   |         |
| 557                 |       |                 |       |                  |       | 9012                |         |                                   |         |
|                |       | 827                  |       |                  |       | 9111                |         | [ * ]                                  |         |
|                |       | 857                  |       |                  |       | 9102                |         | [ * ]                                  |         |
|                |       |                 |       | 1027                  |       | 9211                |         | [ * ]                                  |         |
|                |       |                 |       | 1047                  |       | 9210                |         | [ * ]                                  |         |
|                |       |                 |       | 1057                  |       | 9212                |         | [ * ]                                  |         |
| 528                 |       |                 |       |                  |       | 9014                |         |                                   |         |
| 538                 |       |                 |       |                  |       | 9013                |         |                                   |         |
| 548                 |       |                 |       |                  |       | 9015                |         |                                   |         |
|                |       | 828                  |       |                  |       | 9114                |         | [ * ]                                  |         |
|                |       | 848                  |       |                  |       | 9115                |         | [ * ]                                  |         |
|                |       |                 |       | 1028                  |       | 9214                |         | [ * ]                                  |         |
|                |       |                 |       | 1038                  |       | 9213                |         | [ * ]                                  |         |
|                |       |                 |       | 1048                  |       | 9215                |         | [ * ]                                  |         |
| 577                 |       |                 |       |                  |       | 9016                |         |                                   |         |
| 5K7                 |       |                 |       |                  |       | 9017                |         |                                   |         |
|                |       | 877                  |       |                  |       | 9116                |         | [ * ]                                  |         |
|                |       |                 |       | 10K7                  |       | 9217                |         | [ * ]                                  |         |
|                |       |                 |       | 1077                  |       | 9216                |         | [ * ]                                  |         |
| 587                 |       |                 |       |                  |       | 9018                |         |                                   |         |
|                |       | 887                  |       |                  |       | 9118                |         | [ * ]                                  |         |
|                |       |                 |       | 1087                  |       | 9218                |         | [ * ]                                  |         |

 

----

[ * ] = CONFIDENTIAL TREATMENTREQUESTED

 

----