EXHIBIT 10.5


 


	
   

  	
  *** CERTAIN CONFIDENTIAL
  INFORMATION CONTAINED IN THIS DOCUMENT (INDICATED BY ASTERISKS) HAS BEEN
  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER 17 C.F.R. SECTIONS
  200.80(B)(4), 200.83 AND 230.406.

  



 


DEVELOPMENT AND SUPPLY AGREEMENT


 


This Development
and Supply Agreement (“Agreement”), is made and entered into as of June 18,
1999, and is effective as of the 18th day of June, 1999 (the “Effective Date”)
by and between Digirad Corporation, a Delaware corporation (“Digirad”), and
QuickSil, Inc., a California corporation (“QuickSil”).


 


WITNESSETH


 


WHEREAS, QuickSil
and Digirad wish to jointly develop certain products and wish to have QuickSil
supply these products to Digirad.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter expressed, the parties agree
as follows:


 


1.      DEVELOPMENT
OF PRODUCTS


 


(a)                                      *** Product    .  Digirad and
QuickSil shall continue to work together to develop and design                                  


***

***

***

***


 


(b)           Definition of Products.  “Products” shall refer to the            ***


 


(c)                                  Reliability.
QuickSil will warrant the reliability of the product. Product reliability
performance will be defined within 60 days of the Effective Date, but will
conform to                                 
***                     .


 


(d)                                 Product
Quantity.  “Product Quantity” equals
the number of wafers that meet the Product Acceptance criteria specified in
Exhibit A. Digirad and QuickSil shall work together to develop wafer probe and
dicing capabilities for the Products to enable QuickSil to deliver      ***    
that have passed the criteria defined in Exhibit A.


 


(e)                                  Reporting:
QuickSil shall provide a written monthly report to Digirad which identifies the
monthly development objectives, accomplishments against these objectives and a
project schedule update. QuickSil shall also provide a weekly WIP
(work-in-process inventory) status update and                  ***


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 

















 


for all product
and experiments. This report should be sent to the VP Operations and MDE
Manager.


 


(f)                                    Product
Shipment Times.  Digirad’s orders
shall be binding, to the extent set forth in Subsection 2(b); provided,
however, Digirad shall be free to increase orders in any time period so long as
QuickSil is given advance notice of the requested increase in production for a
period greater than the Product Shipment Lead Time. The “Product Shipment Lead
Time” target is 3 weeks during the Product’s development phase. Products
ordered pursuant to the provisions of Subsection 2(b) below shall be delivered
to Digirad on time as specified in Subsection 2(b) and all additional orders
shall be delivered to Digirad no later than after the order than the Product
Shipment Lead Time.


 


(g)                                 Future
Product.  The parties will work
together in good faith to develop a low-gain avalanche photodiode to be used in
coincident imagining applications.


 


2.      SUPPLY OF PRODUCTS


 


(a)                                  Supply
Requirements. Pursuant to the terms of this Agreement and so long as *** 

***, Digirad shall purchase Products from QuickSil. Prior to the release of
the          ***          as
noted in Section 2(d), QuickSil and Digirad will expand the acceptance
requirements in Exhibit A to include quality, customer service and updates to
the Product Performance criteria.


 


(b)                                 Product
Acceptance Criteria: The product shall meet the acceptance criteria
(“Acceptance”) set forth in Appendix A. Such criteria shall include, but not be
limited to yield, visual inspection, and      
***     performance, and         
***               ***    
and shall be provided to Digirad in writing with each product lot. The
criteria set forth in Appendix A represents product acceptance in the product
development phase, and will become more comprehensive prior to shipment of the
production unit as noted in Section 2(d).


 


(c)                                  Forecasts
and other Purchasing Requirements. Digirad shall notify QuickSil on a
rolling monthly basis of its projected requirements for Products for the
next   ***   period. The first three months of the forecast will be binding
with respect to the rolling forecast. Digirad’s initial purchase order will be
placed for a three month period, then on a monthly basis, Digirad will submit a
purchase order for the third months of the new forecast. The remaining three
months forecast serve as Digirad’s good faith estimate of future needs.


 


(d)                                 Initiation
of Shipment. Production shipments of         ***      shall
begin in October 1999.


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


2

















 


(e)                                  Manufacturing
Changes. QuickSil shall not make any changes to the manufacturing process
or manufacturing location without the prior written approval of Digirad.


 


(f)                                    Conformance
to Specifications and Laws.  All
Products supplied or delivered to Digirad under this Agreement shall be in
compliance with (i) the Performance Specifications and (ii) all proper and
accurate marking and label requirements under applicable laws, regulations and
statutes. The Products shall (i) comply with all federal, state and local laws,
rules and regulations; (ii) not be the subject of any notice directed
specifically to QuickSil from any court or other competent governmental body
with respect to the Products that such Products are in violation of any law,
regulation, order, decree or ruling of or restriction imposed by any judicial,
governmental or regulatory body or agency; (iii) fully comply with the quality
and other relevant specifications required for the Products by the relevant
registration and marketing approvals for the Products.  Without limiting any claims or remedies
available to Digirad under the terms of this Agreement, or under applicable
law, QuickSil shall promptly take all actions, legal and otherwise, to seek the
replacement of defective or nonconforming Products supplied to Digirad under
this Agreement.


 


(g)           Title, Risk of Loss and Damage.
Title and risk of loss shall pass to Digirad when the Products are duly
delivered to Digirad by a common carrier. 
Digirad shall give QuickSil written notice of any claimed shipping error
or non-conformities within thirty (30) days after the date of shipment from
QuickSil.  Failure of Digirad to give
such notice within such 60-day period shall be deemed a waiver of Digirad’s
claim for shortages or incorrect shipments.


 


(h)           Price.  Prices for 1999 are detailed on Exhibit B
attached hereto. For future years QuickSil and Digirad shall agree on pricing
each December (for the following year) and such prices shall be effective for
the next calendar year. In no event shall any price increase for the next year
(in percentage terms) exceed the Consumer Price Index as measured by the U.S.
Bureau of Labor statistics for the first six months of the current year.


 


(i)                                     Payment
for Products. QuickSil shall invoice Digirad for Digirad’s purchases at the
time of each shipment. Such invoices shall be payable net thirty (30) days from
shipment of Products to Digirad.


 


(j)                                     Technology
Transfer and Escrow. In the event that either (i) QuickSil has an
insolvency event (as defined in 6(b))(ii) files for Bankruptcy, (iii) QuickSil
fails to produce the number of functional Products ordered by Digirad for more
than sixty days (60) in any calendar year, or (iv) QuickSil is acquired by or
merged into any company with whom Digirad determine in good faith competes in
the nuclear medicine imaging market, then Digirad shall receive all rights to
the technology used in the Products and all necessary information, data, know
how, procedures, schematics, and specifications needed to produce the Products
as described in Section 6 (b) (iii). 
The parties will take all actions and make all necessary assignment to
facilitate such transfer of rights and information.  In order to


 


3

















 


facilitate such a
transfer, QuickSil shall place all such information with a reputable third
party escrow agent pursuant to a mutually acceptable Technology Escrow
Agreement within sixty (60) days of the execution of this Agreement.


 


3.      OWNERSHIP


 


(a)                                  Digirad
has licensed from *** device and process technology (the “***”) to make *** 


 


***


***


 


                The ***
manufactured by QuickSil for Digirad do not utilize the exact ***, specific
changes have been made to the *** by QuickSil to enhance performance. Digirad
has developed, and may further develop in connection with this Agreement, ***. 


***


                As such,
Digirad has contributed Device and Design Technology to the Product. Digirad
expressly retains the rights, title and interest (including all patent rights,
copyrights, trade secrets rights and other intellectual property rights) to
Device and Product Design Technology previously developed and developed
pursuant to this agreement.


 


(b)                                 QuickSil
has contributed to this project process technology originally developed ***


 


***


***


 


                and reduce
and control *** ***. Note that these and similar techniques have been routinely
utilized at QuickSil as part of its process technology arsenal.


 


(c)                                  QuickSil
hereby grants Digirad a royalty free, non-exclusive, non-transferable license
of the QuickSil Process Technology and any improvements or modifications for
internal use only and expressly limited to the specific application field of
building
                                        ***                                                       .  This License shall be limited to the terms
of this Agreement, in accordance with the paragraphs 4 (a), 4 (b), and 6 (a), 6
(b), and 6 (c). QuickSil expressly retains for all purposes all rights to the
Process Technology utilized at the inception of the Digirad project addressed
in this agreement.  QuickSil expressly
retains the rights (including all patent rights, copyrights, trade secrets
rights and other intellectual property rights) to Process Technology previously
developed and that is developed pursuant to this agreement as set forth in
paragraphs 4 (a), 4 (b), and 6 (a), (b), and (c) herein.


 


(d)           QuickSil agrees that it shall be
required to negotiate directly with 
***  if it seeks to license the
Design Technology for any field of use other than ***, or for customers other
than and with Digirad. In no event shall any such effort to license violate
paragraphs 4(a), 4(b), and 6 (a), (b), and (c) of this agreement.


 


4.      EXCLUSIVITY


 


(a)           Noncompete.  Digirad will have exclusive rights to this
Technology in the  *** . The initial
period of exclusivity will be for  *** ,
beginning  ***  through  ***  and during this term, QuickSil shall
neither  *** ***(other than Digirad)
engaged in or intending to engage in the 
*** , without written authorization from Digirad. During the fourth
quarter of 2001 and of each following calendar year, QuickSil and Digirad will
determine the number of wafers Digirad will purchase from QuickSil during the
next calendar year to maintain exclusivity, but in no event shall the number of
wafers be below  ***  wafers per year. In the event that the
parties are unable to agree on such volume after  *** , Digirad’s rights to the technology will become
non-exclusive.


 


(b)                                 Digirad
Commitment.  During the term of this
Agreement Digirad shall order at least  ***  of its annual requirements for Products from
QuickSil. QuickSil will help Digirad work with other suppliers by supplying
technical information which will allow Digirad meet its contractual commitments
which require that Digirad have alternate suppliers capable of supplying all
major components. Digirad anticipates that it will give between          ***         of its annual Products orders to


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


4

















 


these other
suppliers to ensure that the alternate suppliers are capable of producing
Products. QuickSil will help to organize a second source for     ***               ***      and will ensure that
this second source has the required non-compete clause in their supply
agreement.


 


5.      CONFIDENTIALITY.


 


In order to aid in the fulfillment of the development
and supply goals of the contract, both Digirad and QuickSil are conveying to
each other and will in the future convey proprietary corporate information
which each party has a significant interest in keeping protected and
confidential.  As a result, Digirad and
QuickSil agree that:


 


(i)  The
information furnished by one party shall not be used by the other party for any
purpose, except to fulfill the obligations to the other party under this
Agreement and such information will be kept confidential by the receiving party
and shall not be disclosed to any third party; provided, however,
that any such information may be disclosed to a receiving party’s affiliates,
officers and employees who need to know such information for the purpose of
evaluating a possible collaboration between both parties. The one exception to
this requirement is defined in Section 4(b), in which Digirad and QuickSil will
disclose process technology to a second source         ***          .


 


(ii)  In addition, no party shall without prior
written consent of the other party, disclose to any unaffiliated third persons
that discussions or negotiations are taking place concerning a possible
collaboration between the parties or any of the terms, conditions, or other
facts with respect to any such possible collaboration including the status
thereof.


 


(iii) The term
“information” as used in the here above paragraphs and the nondisclosure
obligations contained in this Agreement do not include information which:


 


1.             is or becomes generally available
to the public, other than as a result of a disclosure by a defaulting party;


 


2.             was known by the other party prior
to its disclosure by one party;


 


3.             becomes available to a party on a
non-confidential basis from a source other than the other party provided that
such source is not bound by a confidentiality agreement with the other party;


 


4.             is in the public domain;


 


5.             is developed independently, as
evidenced by appropriate documentation, by employees or agents or
subcontractors of the receiving party who have not had access to the
information;


 


6.             is or becomes available to the
receiving party by casual observance or analysis of products in the market; or


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


5

















 


7.             is disclosed pursuant to judicial
order, a lawful requirement of governmental agency; or by operation of law, but
then only to the extent so ordered; in such case the receiving party will use
its best efforts to timely advise the disclosing party prior to disclosure and
allow the disclosing party an opportunity to obtain protections preventing the
disclosure of the information.


 


(iv)  Information shall remain the exclusive
property of the disclosing party. No license whatsoever is implied from this
Agreement except the license for non-commercial use as expressly set forth
above.


 


(v)  All Information disclosed by either Party to
the other party shall be deemed to be confidential unless it is disclosed in
written form and stamped by the disclosing party with the words
“Non-Confidential Information” or the like at the time of disclosure.


 


(vi)  Each party commits to immediately return all
information received from the other party and to destroy or erase any and all
copies it may have, either at any time upon simple request or upon termination
or expiration of the business relationship between the parties.


 


(vii)  The confidentiality and non-use obligations
contained in this Agreement shall survive for five years from the date
information is disclosed under this Agreement.


 


6.      TERM
AND TERMINATION.


 


(a)                                  Term.
Unless terminated early as described in this Section 6(b), the contract shall
terminate on December 31, 2004. This Agreement shall automatically renew for
successive one year periods so long as Digirad places its forecast pursuant to
subsection 2(c) on or about July 31 (e.g., when Digirad places an order and it
is accepted by QuickSil on July 31, 2004, this Agreement shall automatically be
renewed until December 31, 2005.) 
However, the non-compete provisions of Section 4(a) above shall not
apply in any given year beyond  ***  unless both Digirad and QuickSil both agree
on the minimum number of Products that Digirad must purchase in a given year
for Section 4(a) to continue in force.


 


(b)                                 Early
Termination.  This Agreement may be
terminated at any time upon the occurrence of any of the following events:


 


(i)  Default.  Sixty (60) days following written notice by the performing party
to the other party in the event that the other party breaches any material
provision of this Agreement and has not cured such breach within such sixty day
(60) notice period.


 


(ii)  Insolvency.  Immediately upon written notice by either party to the other
party upon (i) the insolvency of the other party, or the appointment of a
receiver by the other party, or for all or any substantial part of its
properties, provided that such receiver is not discharged within sixty (60)
days of his appointment; (ii) the adjudication of the other party as a
bankrupt; (iii) the admission by the other party in writing of its inability to
pay its debts as they become due; (iv) the execution by the other party of an
assignment for the benefit of its creditors, or (v) the filing by the other
party of a petition to be adjudged a bankrupt, or a petition or answer
admitting the material allegations of a petition


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


6

















 


filed against the other party in any bankruptcy proceeding, or the act
of the other. party in instituting or voluntarily being or becoming a party to
any other judicial proceeding intended to effect a discharge of the debts of
the other party, in whole or in part (an “Insolvency Event”).


 


(iii)  Acquisition.  In the event that QuickSil is acquired by or
merged into another entity or that more than fifty percent of its voting stock
is acquired through one or a series of transactions, then QuickSil must give
notice to Digirad of the completion of such event.  If QuickSil is acquired by or merged into an entity with whom
Digirad in good faith determine *** ***, Digirad shall have the right to
terminate this Agreement at anytime during the 90 day period immediately
following its receipt of such notice. In the event Digirad terminates this
agreement, pursuant to the preceding sentence, Digirad shall retain exclusive
rights to the technology used in the Products and all necessary information,
data, know how, procedures, schematics, and specifications needed to produce
the Products until Dec 31, 2004 unless the Agreement is earlier terminated by
QuickSil pursuant to section 6(b) (i) or (ii). 
At the end of the term, the right to the technology used in the Product
and required information become non-exclusive.


 


(c)                                  Survival.
Termination under this Agreement shall not relieve any party of its obligations
or liability for breaches of this Agreement incurred prior to or in connection
with termination.


 


7.             INDEMNIFICATION


 


(a)           Indemnification
by QuickSil. QuickSil will indemnify and hold Digirad harmless against any
and all liability, damage, loss, cost or expense (including reasonable attorney
fees) (collectively, “Liabilities”) resulting from any third party claims made
or suits brought against Digirad (excluding incidental or consequential damages
suffered or incurred by Digirad directly as opposed to incidental or
consequential damages suffered or incurred by third parties who are, in turn,
seeking the same from Digirad, which shall be covered by the indemnity set
forth, herein) which arise from QuickSil’s breach of its obligations hereunder,
or QuickSil’s gross negligence or willful misconduct, except to the extent
caused by Digirad’s gross negligence, willful misconduct or breach of Digirad’s
obligations hereunder.


(b)           Indemnification
by Digirad. Digirad will indemnify and hold QuickSil harmless against any
and all liability, damage, loss, cost or expense (including reasonable attorney
fees) (collectively, “Liabilities”) resulting from any third party claims made
or suits brought against QuickSil (excluding incidental or consequential
damages suffered or incurred by QuickSil directly as opposed to incidental or
consequential damages suffered or incurred by third parties who are, in turn,
seeking the same from QuickSil, which shall be covered by the indemnity set
forth, herein) which arise from Digirad’s breach of its obligations hereunder,
or Digirad’s gross negligence or willful misconduct, except to the extent caused
by QuickSil’s gross negligence, willful misconduct or breach of QuickSil’s
obligations hereunder.


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


7

















 


(c)           Costs of
Indemnification. If either party expects to seek indemnification from the
other under Sections 6(a) or 6(b) it shall promptly give notice to the other
party of any such claim or suit threatened, made or filed against it which
forms the basis for such claim of indemnification and shall cooperate fully
with the other party in the defense of all such claims or suits. No settlement
or compromise shall be binding on a party hereto without its prior written consent.


 


8.             GENERAL PROVISIONS


 


(a)                                  Notices.  Any notices permitted or required by this
Agreement shall be sent by telex or telecopy or by certified or registered mail
and shall be effective when received if sent and addressed as follows or to
such other address as, may be designated by a party in writing:


 


If to
QuickSil:


 


QuickSil, Inc.


1971 N.
Capital Ave.


San Jose, CA
95132


 


Attention:              Dr. Luc Bauer


Fax Number:          (408) 935-7813


 


If to Digirad:


 


Digirad, Inc.


9350 Trade
Place


San Diego, CA
92126


 


Attention:              Scott
Huennekens


Fax Number:          (619) 549-7714


 


with a copy
to:


 


Brobeck,
Phleger & Harrison, LLP


550 West C
Street, Suite 1300


San Diego, CA
92101-3532


 


Attention:  Martin Nichols, Esq.


Fax Number:
(619) 234-3848


 


8

















 


(b)                                 Entire
Agreement; Amendment; Consents  The
parties hereto acknowledge that this Agreement sets forth the entire agreement
and understanding of the parties and supersedes all prior written or oral
agreements or understandings with respect to the subject matter hereof.  No modification or amendment of any of the
terms of this Agreement, or any amendments thereto, shall be deemed to be valid
unless in writing and signed by all the parties hereto. No course of dealing or
usage of trade shall be used to modify the terms and conditions herein.


 


(c)                                  Waiver.  No waiver by either party of any default,
right or remedy shall be effective unless in writing, nor shall any such waiver
operate as a waiver of any other or the same default, right or remedy on a future
occasion.


 


(d)                                 Assignment.  This Agreement shall be binding upon and
inure to the benefit of the successors or permitted assigns of each of the
parties and may not be assigned or transferred by QuickSil without the prior
written consent of Digirad, which consent will not be unreasonably withheld.


 


(e)                                  No
Third-Party Rights.  No provision of
this Agreement shall be deemed or construed in any way to result in the
creation of any rights or obligations in any other individual, group, entity or
organization not a party to this Agreement.


 


(g)                                 Further
Assurance.  Each party hereby agrees
to duly execute and deliver, or cause to be duly executed and delivered, such
further instruments and do and cause to be done such further acts and things,
including, without limitation, the filing of such additional assignments,
agreements, documents and instruments, that may be necessary or as the other
party hereto may at any time and from time to time reasonably request in
connection with this Agreement.


 


(i)                                     Force
Majeure Events.  Failure of any
party to perform its obligations under this Agreement shall not subject such
party to any liability to the other if such failure is caused by acts such as
but not limited to acts of God, fire, explosion, flood, drought, war, riot, sabotage,
embargo, strikes, compliance with any order or regulation of any government
entity acting with color of right promulgated after the dates hereof.  Upon occurrence of an event of force
majeure, the party affected shall promptly notify the other in writing, setting
forth the details of the occurrence, and making every attempt to resume the
performance of its obligations as soon as practicable after the force majeure
event ceases.


 


(j)                                     Attorneys’
Fees.  Each party shall bear its own
attorney’s fees for the negotiation, execution and performance of this
Agreement. In the event it becomes necessary for either party (or any of its
affiliates) to institute any action at law or in equity (or in arbitration
pursuant to the requirements of this Agreement) against the other party to
enforce its rights hereunder, the prevailing party shall be entitled to recover
from the non-prevailing party reasonable attorneys’ fees, court costs and
expenses relating to such action.


 


9

















 


(k)                                  Arbitration.  The parties hereby agree that the proper
venue and forum for all disputes under this Agreement is binding arbitration
before a neutral arbitrator mutually acceptable to both parties and such
arbitration to be conducted in San Diego California pursuant to the rules of
the American Arbitration Association.


 


(1)                                  Governing
Law.  The validity, interpretation
and effect of this Agreement shall be governed by and construed under the laws
of the State of California without regard to principles of conflict of laws.


 


(m)                               Severability.  If any term or provision of this Agreement
shall violate any applicable statute, ordinance or rule of law in any
jurisdiction in which it is used or otherwise be unenforceable, such provision
shall be ineffective to the extent of such violation without invalidating any
other provision hereof.


 


(n)                                 Headings,
Exhibits. The headings used in this Agreement are for convenience only and
are not a part of this Agreement. All exhibits references herein are hereby
made a part of this Agreement.


 


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


 


(p)                                 Relationship
of Parties. The relationship of the parties under this Agreement is that of
independent contractors. Nothing contained in this Agreement is intended or is
to be construed so as to constitute the parties as partners, joint venturers,
or any party as an agent or employee of the other. No party has any express or
implied right under this Agreement to assume or create any obligation on behalf
of or in the name of any other party, or to bind any other party to any
contracts, agreement or undertaking with any third party, and no conduct of the
parties shall be deemed to infer such right.


 


(q)                                 Survival:
Section 3, Section 5, Section 7 and Section 8 shall survive the termination of
this agreement.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF, the parties hereto have
each caused this Agreement to be executed by their duly-authorized
representatives effective as of the date and year set forth above.


 


 


	
  QUICKSIL, INC.

  	
  DIGIRAD CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Laura Bauer

  	
   

  	
  By:

  	
      /s/ Scott Hennekens

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Laura Bauer

  	
   

  	
   

  	
   

  	
  Scott Hennekens

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
  President and CEO

  	
   

  	
  Its

  	
   

  	
  President & CEO

  	
   

  



 


 


[SIGNATURE PAGE TO DEVELOPMENT
AND SUPPLY AGREEMENT]


 


 


11

















 


EXHIBIT A


 


*** Product *** Performance
Specification


Test Levels:


 


***


***


***


 


Conditions:


Test Temperature: ***


Illumination: ***


Test Voltage: ***


 


	
  Wafer

  	
  Device

  	
  Bin

  	
  *** Criteria

  	
  *** Criteria

  
	
  ***

  ***

  ***

  	
   

  	
  ***

  ***

  ***

  	
   

  	
  No.      Category

  ***

  ***

  ***

  	
  ***

  ***

  ***

  ***

  	
  ***

  ***

  ***

  ***

  	
  ***

  ***

  ***

  ***

  
								



 


*** Product Acceptance
Criteria


Wafer and Lot
Rejection:


Wafer Rejection:       ***


                                                                                                 ***


Lot Rejection:                      ***


                                                                                                 ***












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


A-1

















 


EXHIBIT B


 


1999 Wafer Pricing


	
  Wafers shipped per month

  	
  Product

  	
  Price per Wafer

  
	
  ***

  	
  ***

  	
  ***

  
	
  ***

  	
  ***

  	
  ***

  
	
  ***

  	
  ***

  	
  ***

  



 


2002 Pricing


	
  Wafers shipped per month

  	
  Price per ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  



 


2003 Pricing


	
  Wafers shipped per month

  	
  Price per ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  



 


2004 Pricing


	
  Wafers shipped per month

  	
  Price per ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  
	
  ***

  	
  ***

  



 


 












***  Portions
of this page have been omitted pursuant to a request for Confidential Treatment
and filed separately with the commission.


 


B-1