**EXHIBIT 10.17**

**CONFIDENTIALTREATMENT**

**FOUNDRY MANUFACTURINGAGREEMENT**

THIS FOUNDRYMANUFACTURING AGREEMENT (the “Agreement”) is entered into on February 27, 2007 (the “EffectiveDate”) by and betweenOmniVision International Holding Ltd.,a Cayman Islands company, having its registered office at Second Floor, Zephyr House, Mary Street, P.O. Box 709, George Town, Grand Cayman, Cayman Islands, British West Indies(“OmniVision”) and Powerchip Semiconductor Corp., a company duly incorporatedunder the laws of the Republic of China, having its principal office located atNo. 12, Li-Hsin Rd. 1, Hsinchu Science Park, Hsinchu, Taiwan, R.O.C. (“PSC”).  OmniVision and PSC are each a “Party” andcollectively the “Parties”.

**RECITALS**

**WHEREAS**,OmniVision intends to have a manufacturing source for its CMOS image sensorproducts;

**WHEREAS,**PSC is in the business of providing foundry services for integrated circuits;

**WHEREAS,** the Parties wish to exploit and further jointly develop certain pixelrelated process technology (the“Target Technology” as defined herein) for PSC to process certain CMOS ImageSensors (CIS) products of OmniVision design (the “Products” as defined herein) atPSC.

**NOW,THEREFORE**, in consideration of the foregoing and thecovenants and promises contained in this Agreement, the Parties agree asfollows:

**SECTION I DEFINITIONS**

1.1           “Additional Contributions”shall mean the resources contributed by the parties in furtherance of thisAgreement as set forth in Exhibit E.

1.2           “Background Technology” shallhave the meaning set forth in Section 5.1.

1.3           “Development Schedule” shallhave the meaning set forth in Exhibit A.

1.4           “Intellectual Property Right(s)”shall mean any and all intellectual property rights associated withtechnologies, processes, procedures, products, designs, inventions (whetherpatentable or not), discoveries, know-how, and documents thereof, including,without limitation: patents, utility models and the like issued anywhere in theworld, and applications therefor, including any additions, continuations,continuations-in-part, divisions, reissues, renewals and extensions basedthereon; copyrights and all other literary property and rights in works ofauthorship, as well as all rights, title and interest in and to all copyrights,copyright registrations, certificates of copyrights and copyrighted 

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interests;all mask work rights, mask work applications, and mask work registrations; andtrade secrets.

1.5           “Processes” shall mean theprocesses and technologies represented by the Target Technology jointlydeveloped by PSC and OmniVision which will be used by PSC to provide foundryservices to OmniVision for the manufacture of the Products during the term ofthis Agreement.

1.6           “Products” shall mean OmniVision integratedcircuit products containing CMOS image sensors with specifications set forth inExhibit A, to be manufactured by PSC for OmniVision under this Agreement.

1.7            “ProprietaryTechnology” shall have the meaning setforth in Section 5.1.

1.8           “Qualification” shall have the meaning set forth inSection 2.1.

1.9           “Qualityand Reliability Specifications”shall mean the parametric, electrical, process flow, quality, and reliabilityspecifications, as well as other standards or requirements, for the Products.The initial set of Quality and Reliability Specifications adopted by OmniVisionwill be furnished to PSC within fifteen (14) days after the Effective Date.

1.10         “Target Technology” shall havethe meaning set forth in Exhibit C.

**SECTION II PROCESS DEVELOPMENT; QUALIFICATIONS**

2.1           BothParties shall make good faith efforts to develop the Processes in accordancewith the Development Schedule.  The Processes shall be tested at PSC for theProducts prior to production (the “Qualifications”)so that theProducts manufactured by the Processes will conform to the Quality andReliability Specifications.  PSC shall make good faith efforts complete theQualifications at least one month before the production date in accordance withthe DevelopmentSchedule, such that OmniVision can plan and placeits wafer order accordingly. Each Party shall give the other party 90-day prior written notice inthe event that the Party  expects not to meet the above schedule for anyreason, and theParties will discuss in good faith for expeditious resolution.

2.2           OmniVision shall, upon the full Qualification of theProcesses and throughout the remainder term of this Agreement, provide PSC on amonthly basis, six-month rolling forecasts (each a “Rolling Forecast”) of theestimated volume requirements, as initially set forth in Exhibit B.Notwithstanding the foregoing, PSC agrees that, as a pre-condition toOmniVision’s commitment to purchase, the terms and conditions set forthelsewhere in this Agreement (including, without limitation, wafer price,capacity reserve and quality, reliability and yield requirements) shall besatisfied and continue to be satisfied. Loading volumes for the remainingmonths of a Rolling Forecast shall represent the bona fide 

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projection ofthe demands by OmniVision based on the current market condition, and areprovided to PSC for planning purposes and not binding upon OmniVision.

2.3           PSCshall confirm the Rolling Forecast within 5 working days after receipt andshall make commercially reasonable efforts to provide capacity per OmniVisionforecasts.

2.4           [***]

**SECTION III PURCHASE AND SUPPLY**

3.1           OmniVision will place purchase orders (each a “Purchase Order”) for the quantities ofProducts required by OmniVision.  APurchase Order shall include any and all purchase information released orissued by OmniVision specifically relating thereto, including any and allreasonable instructions that shall govern the particular purchases.

3.2           PSC shall notify OmniVision in writing within five (5) working days upon receipt of a Purchase Order, either to accept thePurchase Order or to suggest the way in which PSC wishes to modify the PurchaseOrder.  A Purchase Order placed byOmniVision shall be deemed accepted by PSC absent a timely, written notice ofintent to modify. In the event of modification, PSC and OmniVision shallconsult with each other immediately to resolve the differences in good faith.

3.3           OmniVisionwill make a refundable, interest-bearing deposit in the amount of four (4) million US Dollars (the “Deposit”) into PSC’s designated bank account on the EffectiveDate as a down payment, in the form of wire transfer.

3.4           The prices for the Products shall be consistent with ExhibitB.  Unless otherwise agreed to by theParties in writing, payment terms shall be net thirty (30) days from the dateOmniVision receives an invoice; provided however, that OmniVision shall not beinvoiced earlier than the actual shipment of the Products.  PSC may issue quotations from time to time solong as no terms and conditions of such quotations shall contradict with thisAgreement.  If there is any discrepancyor contradiction between the terms and conditions of this Agreement and thoseof any quotation, this Agreement shall prevail.

**SECTION IV SHIPMENT AND ACCEPTANCE; WARRANTIES**

4.1           The Products shall be packed and labeled according toOmniVision requirements which willcontain the trademark, logo or other indicia of OmniVision and suitable for shipmentaccording to a standard not less than the then prevailing manufacturingpractices of the industry. PSC shall deliver the Products to OmniVision or itsdesignated party on thetrade term of FCAor pursuant to other applicable delivery term as agreed by both Parties inwriting.  Title and risk of loss to theProducts shall pass to OmniVision consistent with the terms and conditions ofINCOTERMS 2000.

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4.2           Upon the receipt of the Products by OmniVision or itsdesignated party, OmniVision shall notify PSC within fifteen  (15)days (the “Acceptance Period”), in writing, if there is any obvious visualdefect other than the failure of the Products to meet the Quality andReliability Specifications (for example, broken or damaged package boxes, wrongproducts or incorrect quantity of the Products).  If the rejection is based on a failure of theProducts to meet the Quality and Reliability Specifications, the Parties shallfollow the procedure set forth in Section 4.3below, and OmniVision may request that any pending and unshippedPurchase Orders be held until the origin and nature of the problems isascertained, and such request shall be honored by PSC.

4.3           PSC warrants that the Products delivered hereunder shallmeet the Quality and Reliability Specifications and shall be free from defectsin material and workmanship under normal and intended use of the Product. Ifthere is any defect in the Products, the Parties shall promptly enter into adiscussion upon notification by OmniVision to reach a mutual agreement on thebest solution, and PSC shall as soon as reasonably practicable repair, replaceor credit OmniVision for such non-conforming Products, or take other reasonableactions to cure the problems to the satisfaction of OmniVision.

4.4           OmniVision may, with PSC’s consent, such consent not to beunreasonably withheld, send its representatives to visit PSC’s productionfacilities. Such visit shall be conducted during PSC’snormal workinghours. While staying on the production facilities, OmniVision’s representativesshall fully comply with PSC’s internal rules and regulations.

4.5           PSC shall keep records of all process and production controlinformation and summaries of production monitorsconcerning the manufacture of the Products for a period of five (5) years from the date ofproduction, and upon OmniVision’s request, shall provide OmniVision suchprocess and production control information.

4.6           THE LIABILITY FOR ANY CLAIMARISING FROM ANY CAUSE INCLUDING, BUT NOT LIMITED TO, THE MANUFACTURE, SALE, ORDELIVERY OF ANY PRODUCTS, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT FOR THEPURCHASE AND SALE OF THE PRODUCTS UNDER THIS AGREEMENT FOR WHICH THE DEFAULTING PARTY HAS BREACHEDCONTRACTUAL OBLIGATIONS.

4.7           EXCEPT WITH RESPECT TO CONFIDENTIAL OBLIGATION UNDERSECTION 5.4, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL ORCONSEQENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGESFOR LOST PROFITS, LOSS  OF DATA, OR COSTS FOR PROCUREMENT OFSUBSTITUTE GOODS OR SERVICE.

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4.8           Eachparty disclaims any indemnification of IPR infringement arising from thisdevelopment or foundry business.

**SECTION V INTELLECTUAL PROPERTY RIGHTS AND PROPRIETARY INFORMATION**

5.1           OmniVision and PSC agree to cooperate in good faithand develop the leading-edge process technologies, aslisted in more detail in Exhibit C (“Target Technology”), to achieve time-to-market,cost-efficiency, and superior quality reliability and yield standards.  TheTarget Technology, together with all Intellectual Property Rights (the “IPRs”)contained therein, shall be jointly ownedby PSC and OmniVision.  The IPRsof the Product design are proprietary to OmniVision (“OmniVision ProprietaryTechnology”) and shall be solely owned by OmniVision.  The IPRs of certain processes that areproprietary to PSC (“PSC Proprietary Technology”) shall be solely owned byPSC.  Each of OmniVision and PSCshall contribute its processtechnologies to the joint development as Background Technology, listed in attached Exhibit C.  Each OmniVision and PSC shall separately ownthe respective background technology (“Background Technology”), together withall improvements thereof, as part of respective OmniVision or PSC ProprietaryTechnology (collectively, “Proprietary Technology”). For avoidance of doubt, the ownership of the Intellectual Property Rights under this Agreement isas illustrated in Exhibit D. Each Party will use itsintellectual property to accomplish the development of Target Technology.

5.2           The Parties agree that PSC will not have the right to usethe Target Technology or OmniVision Proprietary Technology to provide foundryservice either for its own or to any third party without obtaining OmniVision’sprior written consent.  Notwithstandingthe foregoing, PSC may continue to pursue the business in existence as of theEffective Date and PSC may freely contact any customers for any business underany technologies other than the Target Technology hereunder and OmniVisionProprietary Technology.  In the eventthat OmniVision or OVT will license its Products using the process developedunder this Agreement to any third party, PSC will have the rightto provide foundry service to such licensee.  PSC shall be granted a non-exclusivenon-transferable license, without right to sublicense, to use the OmniVisionProprietary Technology for the sole purpose contemplated herein.

5.3           The term “ProprietaryInformation”shall mean any information provided by a Party that is identified asproprietary and/or confidential and disclosed to the other Party under thisAgreement.  For written ProprietaryInformation, it shall be clearly marked “Confidential”or “Proprietary”. All oral disclosures ofProprietary Information shall be identified as such prior to disclosure andconfirmed in writing by the disclosing Party (“Discloser”)within thirty (30) days of disclosure. In case of disagreement, the receivingParty (“Recipient”) must make a written objection thereto within thirty (30)days after receipt of the written information or written confirmation of orallydisclosed information.  Notwithstandingthe foregoing, the Rolling Forecasts and Quality and Reliability 

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Specificationsshall be deemed the Proprietary Information of OmniVision without marking. TheProprietary Information shall not include information that: (1) is now orsubsequently in the public domain or otherwise becomes available to the publicother than by Recipient’s breach of this Agreement; (2) has been rightfully inRecipient’s possession before the disclosure of such Proprietary Information byDiscloser, as sufficiently proved by Recipient’s written records; (3) isrightfully received by Recipient from a third party entitled to do so; (4) isindependently developed by Recipient without use of any Proprietary Informationof Discloser and can be sufficiently proved so by Recipient’s written records;or (5) is properly authorized by Discloser for release or disclosure.

5.4           Except as otherwise expressly provided herein, for a periodof five (5) years starting from the date of each disclosure, Recipient agreesto maintain the Proprietary Information disclosed by Discloser in strictconfidence, not to make use thereof other than for the performance of thisAgreement, to release it only to employees who have a need to know the same,and not to release or disclose it to any third party without the prior writtenconsent of Discloser. Recipient shall be jointly and severally liable for anyand all damages arising from the breach of this confidentiality obligation byits employees who have or had access to the Proprietary Information. In the event that when OmniVision discloses aforementioned Proprietary Information toOVT, OVT shalllikewise be bound by terms and conditions of this Agreement. Any breach of the confidential obligation hereof by OVT will be deemed breach of this Agreementby OmniVision.

5.5           All Proprietary Information and any copies shall remain theproperty of Discloser. Upon expiration or termination of this Agreement,Recipient shall immediately return the original and all copies of ProprietaryInformation in all tangible forms, or if stored electronically in digital form,shall erase and destroy all of the Proprietary Information so stored and shallfurnish Discloser with a statement signed by Recipient’s duly authorizedrepresentative stating that all such Proprietary Information has been destroyedor erased.

5.6           Recipient agrees and acknowledges that due to the uniquenature of the Proprietary Information, remedy at law for any breach of theobligations hereunder may be inadequate, that any such breach may result inirreparable and significant harm to Discloser, and that Discloser is entitledto seek injunctive or other equitable relief in addition to remedies it mighthave at law.

5.7           Notwithstanding the foregoing, Recipient may disclose orproduce any Proprietary Information if and to the extent required by anydiscovery request, subpoena, court order or governmental action or requirement;provided, that Recipient gives Discloser reasonable advance notice of the same(e.g., so as to afford Discloser a reasonable opportunity to appear, object andobtain a protective order or other appropriate relief regarding suchdisclosure).

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**SECTION VI TERM AND TERMINATION**

6.1           The term of this Agreement shall be five(5) years(the “Initial Term”) from the Effective Date, unless it is terminated earlierin accordance with Section 6.2.  At theexpiration of the Initial Tem, this Agreement may be extended for additionalterms upon mutual agreement (each additional term, a “Renewal Term;” togetherwith the Initial Term, the “Term”).

6.2           This Agreement may be terminated by a Party if the otherParty: (i) gives 180 days advance written notice; (ii) breaches any materialprovision of this Agreement and does not cure or remedy such breach withinsixty (60) days after receiving notice of the breach; or (iii) becomes thesubject of a voluntary or involuntary petition in bankruptcy or any proceedingrelating to insolvency, receivership, liquidation, or composition for thebenefit of creditors if such petition or proceeding is not dismissed withprejudice within sixty (60) days after filing.

6.3           Sections 4.3 (Warranties), 5.1through 5.7 (Intellectual Property Rights and Proprietary Information), 6.3(Effect of Termination) and Section VII (Miscellaneous) shall survive anytermination and expiration of this Agreement. Except as set forth in thisAgreement, all other rights and obligations of the Parties under this Agreementshall terminate upon the effective date of termination of this Agreement.

**SECTION VII MISCELLANEOUS**

7.1           Assignment.  Neither Party shall assign this Agreement orany right, obligation, or interest under this Agreement, nor delegate orsubcontract any work or obligation to be performed under this Agreement,without the other Party’s prior written consent except to an affiliate or to asuccessor by virtue of a merger, consolidation, reorganization or sale of allor substantially all of its assets related to this Agreement. Any attemptedassignment or delegation in contravention of this section shall be null andvoid, and ineffective in law or in equity; provided that OmniVision may assignthis Agreement, in whole or in part, to an affiliate, provided that suchaffiliate shall notify PSC in advance and be bound to all the obligations ofOmniVision and its own under this Agreement. This Agreement shall inure to thebenefit of and be binding upon the Parties and their respective successors andpermitted assigns.

7.2           Waiver. The waiver by either Partyof any default or breach of this Agreement shall not constitute a waiver of anyother or subsequent default or breach.

7.3           Relationship of the Parties. The relationship of theParties hereto is that of independent contractors. Neither Party nor its agentsor employees shall be deemed to be the agents, employee, joint venture, partner or fiduciary of the other Party. Neither Partyshall have 

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the right tobind the other Party, transact any business in the other Party’s name or on theother Party’s behalf or incur any liability for or on behalf of the otherParty.

7.4           Non-Publicity.  No publicity or information regarding theexistence or contents of this Agreement shall be given or released by eitherParty without the prior written consent of the other Party, except for requiredby applicable laws or regulations (inclusive of stock exchange regulations) orin connection with a permitted assignment of this Agreement.

7.5           Dispute Resolution.  The Parties will attempt to resolve anydispute arising under or in connection with this Agreement in good faith. If adispute is not resolved within ninety (90) days after written notice ofthe dispute, then the dispute will be submitted to and resolved by the courtsin Taiwan in accordance with the laws of Taiwan if the respondent is PSC, andto the courts in California, USA in accordance with the laws of the State ofCalifornia, USA if the respondent is OmniVision; provided that either Partywill be permitted to seek injunctive or temporary relief in any court of competentjurisdiction.

7.6           Force Majeure.  Neither Party shall be responsible for anydelay, failure to perform or non-performance (the “Event of Default”) underthis Agreement if such an Event of Default is attributable to unforeseeablecircumstances or causes beyond its control, including but not limited to, labordispute, strike, labor shortage or stoppage, embargo, war or act of war(whether an actual declaration is made or not), insurrection, riot, or civilcommotion, act of public enemy or sabotage, act of any governmental authority,judicial action, acts of civil and military authorities, short or reducedsupply of fuel or raw materials, fire, floods, earthquakes or other types ofAct of God.  In such event, the performanceso affected by the force majeure event shall be extended corresponding to theperiod of time such force majeure event exists.

7.7           Notices.

All noticesrequired or permitted to be sent by either Party to the other Party under thisAgreement shall be in English and sent by registered mail or an expressdelivery service, postage or shipping cost prepaid, by personal delivery or byfax. Any notice given by fax shall be followed by a confirmation copy withinthree (3) working days. Unless changed by written notice given by a Party tothe other Party, the addresses and fax numbers of the respective Parties shallbe as follows:

To PSC: Powerchip Semiconductor Corp.  No. 12, Li-Hsin Rd. 1Hsinchu Science Park, Hsinchu, Taiwan, R.O.C.

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Attention: AlecChen with Logic Product DivisionTel: +886-3-5795000 Ext. 2139Fax: +886-3-5792014

To OmniVision:OmniVision International Holding, Ltd.Second Floor, ZephyrHouse, Mary StreetP. O. Box 709, George TownGrand Cayman, Cayman Islands, British West Indies

Attention: James He, Director

With a copy to:OmniVision Technologies Inc.1341 Orleans DriveSunnyvale, CA 94089

Attention: General CounselTel: 408-542-3000Fax: 408-542-3001

7.8           Export Regulations. The export of commoditiesor technical data from the United States of America, and/or the re-export fromforeign countries of commodities or technical data or direct products oftechnical data of United States of America origin may be conditioned upon theissuance of an export license by the government of the United States ofAmerica. Each Party represents that it will not export or re-export anycommodities or technical data or direct products of technical data infurtherance of this Agreement unless and until it has complied in all respectswith the United States of America Export Control Regulations or thecorresponding Taiwan export regulations, and/or other applicable foreign exportlaws and regulations.

7.9           GoverningLaw.  This Agreementshall be governed by and construed in accordance with the laws of State ofCalifornia, USA, without regard to its conflict of laws provisions.  Disputes arising hereunder which cannot be resolved amicablybetween the Parties shall be submitted to the courts in Taiwan in accordance with thelaws of Taiwan if the respondent is PSC, and to the courts in California, USAin accordance with the laws of the State of California, USA if the respondentis OmniVision.

7.10         Severability. If any provision in thisAgreement shall be held to be invalid, illegal or unenforceable according toits terms by any court or tribunal having competent jurisdiction over theParties and subject matter, such holding shall not affect the validity of theother provisions of this Agreement and the Parties intend to give such other 

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provisions the full force and effect as if this Agreementcontained no such invalid provisions at the outset..

7.11         Headings. The section headings used inthis Agreement are used for convenience only and are not to be considered inconstruing or interpreting this Agreement.

7.12         Entire Agreement. This Agreement, together withits Exhibit(s), shall constitute the entire agreement between the Parties withrespect to the subject matter hereof and supersede and replace all prior orcontemporaneous understandings, agreements, dealings, and negotiations, oral orwritten, regarding the subject matter. No modification, alteration or amendmentof this Agreement shall be effective unless in writing and signed by bothParties. No waiver of any breach or failure by either Party to enforce anyprovision of this Agreement shall be deemed a waiver of any other or subsequentbreach or a waiver of future enforcement of that or any other provision.  The language governing this Agreement will beEnglish and the English version of this Agreement will be deemed the original.

7.13         Counterparts. This Agreement may beexecuted in any number of counterparts, each of which shall be an original, butall of which together shall constitute one instrument.

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IN WITNESS WHEREOFthe Parties hereto have caused this Agreement to be duly executed on theirbehalf by their duly authorized officers and representatives on the date firstgiven above.
| OMNIVISION INTERNATIONAL   HOLDING, LTD. |          | POWERCHIP SEMICONDUCTOR CORP. |
|------------------------------------------|---------------|-------------------------------|
|                                     |          |                          |
|                                     |          |                          |
| BY:                                      | /S/ SHAW HONG |                          |   | BY: | /S/ BRIAN SHIEH |   |
|                                     |          |                          |
| NAME: SHAW HONG                          |          | NAME: BRIAN SHIEH             |
|                                     |          |                          |
| TITLE: DIRECTOR                          |          | TITLE: PRESIDENT              |
|                                     |          |                          |
| DATE: FEB. 26, 2007                      |          | DATE: FEB. 27, 2007           |
|                                          |               |                               |  |  |  |  |

 

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**EXHIBIT A**

**DEVELOPMENT SCHEDULE**

**I.**              Product Specifications and Schedule

1.             The following represents the Productsspecifications of OmniVision and the bona fide development schedule (the “ProductsSchedule”).

[***]

2.             OmniVision will make good faith efforts to develop the Products inaccordance with the Product schedule.  Inthe event that OmniVision expects notto meet the Product Schedulefor any reason, OmniVision shall give PSC 90 days prior written notice.

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**EXHIBIT B**

**PURCHASING SPECIFICATIONS**

**I.**              Wafer Loads

1.             Volume Forecasts: the following represents bonafide projection of production volume of OmniVision for the Products in year2008:

[***]

2.             PSC will make commercially reasonable efforts toprovide capacity per OmniVision above forecast. Upon Process Qualification, OmniVision will provide PSC with a 6-monthmonthly rolling forecast for the Products and PSC will confirm it within 5working days after receipt.

**II.**            Wafer Price and Conditions

1.             Wafer Pricesfor the Products:

[***]

2.             [***]

3.            The prices shall be subject to the quality, reliability andyield standards pursuant to OmniVision requirements, in particular, Price Adjustmentset forth in III.2 below.

4.             Test-run wafers: OmniVision is responsible fortest-run wafers after Products Tapeout; PSC is responsible for test-run wafersprior to Product Tapeout.

5.             [***]

6.             [***]

7.             [***]

**III.**           Yield Requirements and Price Adjustments

1.             [***]

2.             [***]

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**EXHIBIT C**

**TARGET AND BACKGROUNDTECHNOLOGY**

**I.****             ****Target Technology**

The following is the listof Target Technology tobe jointly developed byOmniVision and PSC based on certain pixel related process technology under thisAgreement, and the ownership shall be co-owned by OmniVision and PSC for IPdeveloped during the course of joint development.

[***]

**II.****           ****Background****Technology**

OmniVision agrees to contribute the followingbackground technology (“OmniVision Background Technology”) to the jointdevelopment, and PSC acknowledges that such technology shall be owned byOmniVision exclusively.

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**EXHIBIT**D

**Illustrationof Ownership of Intellectual Property Rights**

****

**Note: OVI  inthe above chart refers to OmniVision.**

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**EXHIBIT**E

**ADDITIONAL CONTRIBUTIONOF RESOURCES**

Each Party will provide thefollowing resources towards the development of the Target Technology at its ownexpense:

| OmniVision                                                                                                                 | ** ** | **PSC**                                                                   |
|----------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------|
| Two OmniVision process integration engineers on PSC site: 1 from July,  2007 and another at a later time to be determined. |       | Engineering support as  necessary and reasonably requested by OmniVision. |
| Test Run Wafer(after  OmniVision Tape Out)                                                                                 |       | Test Run Wafer(before OmniVision Tape Out)                                |
| Tape Out Mask                                                                                                              |       | TEG Mask                                                                  |
| [***]                                                                                                                      |       | Current available  equipments                                             |

 

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