system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.12.1 Confidential Execution Version [***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. JOINT VENTURE AGREEMENT by and among Aizu Fujitsu Semiconductor Limited Fujitsu Semiconductor Limited and Transphorm, Inc. Date May 23, 2017 Confidential Execution Version TABLE OF CONTENTS Page Article I Definitions 1 Article II Representations and Warranties of the Parties 4 2.1 Representations and Warranties of AFSL and FSL 4 2.2 Representations and Warranties of TPH-A and TPH 6 Article III Operation of the Company 7 3.1 Activities 7 3.2 Cash Requirement of the Company 7 3.3 Business Plan 7 3.4 Independent Entity 8 Article IV Management of the Company 8 4.1 Board 8 4.2 Composition of the Board 8 4.3 Board Observers 9 4.4 Meetings; Quorum 9 4.5 Personnel; Representative Director 9 4.6 Statutory Auditors 9 4.7 Actions Requiring Unanimous Board Approval 9 4.8 Agreement Regarding Board 12 4.9 Procedure in the Event of Failure to Agree 12 Article V Covenants 13 5.1 Capital Accounts 13 5.2 Provision of Support Services 13 5.3 GaN Equipment 13 5.4 Ancillary Agreements 13 5.5 Other Existing Agreements 14 5.6 Ownership of IP 14 5.7 Sufficiency of IP 14 5.8 Cooperation 14 5.9 Delivery of Financial Statements; Inspection Rights 14 5.10 TPH' s Stockholder Approval 15 Article VI Rights and Obligations of FSL, TPH AND TPH-A 15 6.1 FSL 15 6.2 TPH 15 6.3 TPH-A 15 Article VII Term and Termination 15 7.1 Termination Prior to the Effective Date 15 -i- Confidential Execution Version TABLE OF CONTENTS (continued) Page 7.2 Effect of Termination Prior to the Effective Date 16 7.3 Termination After the Effective Date 16 7.4 Dissolution and Winding-up 17 7.5 Shareholder Calls Upon Breach 17 7.6 Shareholder Calls Upon Bankruptcy After the Effective Date 18 7.7 Survival of Provisions After the Effective Date 19 7.8 Cooperation 19 Article VIII Transfer Restrictions 19 8.1 Restrictions on Transfers 19 8.2 Permissible Transfers 19 Article IX Put Option and Call Option 19 9.1 AFSL's Right to Require the Purchase of the Shares by TPH or TPH-A 19 9.2 TPH-A's Right to Require the Purchase of the Shares from FSL or AFSL 20 9.3 Conditions to Put Option or Call Option Closing 21 9.4 Other Obligations 22 Article X Treatment of Employees 22 10.1 New Terms and Conditions for Employment 22 10.2 Representations and Warranties Regarding Employment 22 Article XI Miscellaneous 23 11.1 No Partnership 23 11.2 Limitations on Parties' Authority 23 11.3 Indemnification 23 11.4 Confidentiality 24 11.5 Access to Company Information After the Put Closing Date or the Call Closing Date 24 11.6 Expenses 24 11.7 Notices 25 11.8 Successors and Assigns 26 11.9 Waiver 26 11.10 Announcements 26 11.11 Entire Agreement 26 11.12 Amendments 26 11.13 Limitations on Rights of Third Persons 26 11.14 Governing Law; Language 26 11.15 Resolution of Disputes 26 11.16 Severability 27 11.17 Execution in Counterparts 28 11.18 Titles and Headings 28 11.19 Counsel only to TPH and TPH-A 28 -ii- Confidential Execution Version JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT ("Agreement") is made as of this 23rd day of May, 2017 by and among Aizu Fujitsu Semiconductor Limited ("AFSL"), a kabushiki kaisha incorporated in Japan, with an address at No.4 Kogyo Danchi, Monden-Machi, Aizu Wakamatsu, Fukushima, Japan, Fujitsu Semiconductor Limited ("FSL"), a kabushiki kaisha incorporated in Japan, with an address at Shin-Yokohama Chuo Building, 2-100-45, Shin-Yokohama, Kohoku-Ku, Yokohama, Kanagawa, Japan, as a one hundred percent (100%) shareholder of AFSL, and Transphorm, Inc. ("TPH"), a corporation incorporated in Delaware, with an address at 75 Castilian Drive, Goleta, California 93117, U.S.A. (collectively referred to as the "Parties" and individually, a "Party"). W I T N E S S E T H: WHEREAS, Aizu Fujitsu Semiconductor Wafer Solution Limited ("AFSW" or the "Company"), a kabushiki kaisha incorporated in Japan, with an address at No.3 Kogyo Danchi, Monden-Machi, Aizu Wakamatsu, Fukushima, Japan has been engaged with the business of 150mm wafer foundry services and other services related thereto (the "Business"). WHEREAS, prior to the Effective Date (as defined below), TPH intends to incorporate a new wholly-owned subsidiary ("TPH-A") and make it a Party hereto. WHEREAS, with the consent of the Parties and the board of directors of the Company, AFSL has entered into the Shares Purchase Agreement dated May 23, 2017 (the "SPA"), by and among the Parties hereof, pursuant to which AFSL will sell and transfer [***] shares of the issued and outstanding shares in the Company
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Extract the exact clause related to "Document Name" from the excerpt above.

assistant: JOINT VENTURE AGREEMENT