Exhibit
10.53


ADDENDUM
TO

ADVANCE PAYMENT AND PURCHASE AGREEMENT


THIS ADDENDUM TO ADVANCE PAYMENT
AND PURCHASE AGREEMENT (this “Addendum”) is entered into as
of this 22nd day of March, 2006, by and between Lattice Semiconductor
Corporation, having an office at 5555 NE Moore Court, Hillsboro, OR 97124 (“Lattice”)
and Fujitsu Limited, having an office at Akiruno Technology Center, 50
Fuchigami, Akiruno, Tokyo 197-0833, Japan (“Fujitsu”) and Fujitsu
Microelectronics America, Inc., having an office at 1250 East Arques Avenue,
M/S333 Sunnyvale, CA 94088-3470, USA (“FMA”).


WHEREAS,
Lattice and Fujitsu have entered into an ADVANCE PAYMENT AND PURCHASE AGREEMENT
dated September 10, 2004 (“APPA”) in which Lattice agreed to provide an advance
payment of money to Fujitsu to be used for the establishment of a new
semiconductor wafer fabrication facility, including but not limited to the
construction of the facilities and installation of fabrication equipments, and
Fujitsu agreed to provide to Lattice 300mm Wafers using certain proprietary
technologies;


WHEREAS,
Lattice, Fujitsu and FMA have entered into or will enter into product supply
agreements pursuant to which Lattice will buy from Fujitsu through FMA, and
Fujitsu through FMA will supply to Lattice, the 300mm Wafers fabricated by
Fujitsu; and


WHEREAS,
Lattice, Fujitsu and FMA wish to confirm that sales and purchases of the 300mm
Wafers under product supply agreements by and between Lattice, Fujitsu and FMA
are also subject to the Advance Payment terms of the APPA.


NOW, THEREFORE,
in consideration of the mutual promises herein, Lattice, Fujitsu and FMA hereby
agree as follows:


1.             Revision
to Definition


                Lattice and Fujitsu hereby amend the APPA as follow:


                (i)            Section
1.17 of APPA shall be deleted and replaced in its entirety with the following;


“Product Supply Agreement(s)” will mean the agreement(s) by and among
Lattice, Fujitsu and FMA for the Process Technology pursuant to which Fujitsu
agrees to sell, and Lattice agrees to purchase, all through FMA, the 300mm
Wafers for Products



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manufactured using such Process Technology


2.             Application
of Credit for Sales by FMA to Lattice


Lattice, FMA and Fujitsu acknowledge and agree that payment for all
sales by FMA to Lattice of 300mm Wafers delivered to and accepted by
Lattice under the Product Supply Agreement(s) during the term of the APPA shall
be made by means of an offset against the remaining balance of the Credited
Amount pursuant to the terms of the APPA to the greatest extent possible in the
same manner and subject to the same terms of agreement of the APPA as
originally provided for sales of 300mm Wafers by Fujitsu to Lattice. As part of
this arrangement it is understood that FMA intends to assign to Fujitsu its
accounts receivable arising from sales to Lattice of 300mm Wafers. The
consideration for such assignment will be separately agreed between Fujitsu and
FMA. The parties acknowledge and agree that they will amend relevant provisions
in the existing Product Supply Agreements or will agree on such provisions in
the Product Supply Agreement to be executed by the parties as necessary in
order to provide for the offset against the Credited Amount as set forth above.


3.             Effective
Date


This Addendum shall become effective on 22nd March, 2006 and be in full
force until the date on which the Credited Amount is fully offset and reduced
to zero, or the APPA is terminated, whichever is earlier.


4.             References


Words not expressly defined in this Addendum shall be construed in
accordance with the definition in APPA.


5.             No
Other Changes


Except as expressly stated above, this Addendum does not otherwise
amend APPA, which shall remain in full force and effect as amended hereby.



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IN WITNESS WHEREOF, the
parties have signed this Addendum as of the date first above written.


	
  LATTICE SEMICONDUCTOR

  CORPORATION

  	
   

  	
  FUJITSU LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Stephen Skaggs

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Tatsuya Yamazaki

  	
   

  
	
  Name:

  	
   

  	
  Stephen Skaggs

  	
   

  	
   

  	
  Name:

  	
   

  	
  Tatsuya Yamazaki

  	
   

  
	
  Title:

  	
   

  	
  CEO

  	
   

  	
   

  	
  Title:

  	
   

  	
  General Manager

  	
   

  
	
  Date:

  	
   

  	
  23 March 2006

  	
   

  	
   

  	
  Date:

  	
   

  	
  27 March 2006

  	
   

  



 


	
  FUJITSU MICROELECTRONICS AMERICA, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Kazuyuki Kawauchi

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Kazuyuki Kawauchi

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  President and CEO

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  24 March 2006

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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