PURCHASED AND RECEIVED BY LATTICE, CALCULATED PURSUANT TO ARTICLE 5.2,
EQUALS OR EXCEEDS THE AMOUNT OF THE APP.
THE CRITERIA AND TIME REQUIRED FOR
WAFER ACCEPTANCE BY LATTICE WILL BE DESCRIBED IN THE PURCHASE AGREEMENT.
5.2
CALCULATION OF AGGREGATE CREDIT VALUE
THE AMOUNT OF APP WILL BE OFFSET AND REDUCED ON JAPANESE YEN TO JAPANESE YEN
BASIS, AT THE END OF EACH CALENDAR MONTH OF THIS AGREEMENT, BY AN AMOUNT EQUAL
TO
8
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
THE PRICE FOR THE NEW FACILITY WAFERS MULTIPLIED BY THE TOTAL NUMBER OF NEW
FACILITY WAFERS (EXCLUDING THE FREE WAFERS) SHIPPED TO LATTICE PURSUANT TO
THEPURCHASE AGREEMENT DURING THE CALENDAR MONTH, WITH ADJUSTMENT OF THE INCREASE
PURSUANT TO THE METHODS PROVIDED IN THE PURCHASE AGREEMENT, HOWEVER UNDER NO
CIRCUMSTANCES SHALL THE APP BALANCE BE INCREASED, EXCEPT AS PROVIDED FOR IN
ARTICLE 14.8 OF THIS AGREEMENT.
FURTHER, ANY WAFER PROVIDED TO LATTICE UNDER
ARTICLE 6.4.1 FROM ALTERNATIVE FACILITY, BESIDES THE NEW FACILITY, SHALL NOT BE
USED TO OFFSET THE APP.
5.3
INVOICES
EPSON WILL CAUSE SMOS TO PROVIDE LATTICE WITH INVOICES UNDER THE PURCHASE
AGREEMENT WHICH, FOR THE PURPOSE OF APP APPLICATION, SPECIFY THE PURCHASE PRICE
OF THE NEW FACILITY WAFERS.
ALSO, SMOS SHALL PROVIDE LATTICE AND EPSON WITH THE
MONTHLY REPORT DESCRIBING, AMONG OTHERS, THE OUTSTANDING BALANCE OF THE APP
(AFTER THE APPLICATION OF ALL PRIOR OFFSETS, REDUCTIONS AND CREDITS) AS OF THE
COMMENCEMENT OF THE MONTH SUBJECT TO THE INVOICES, THE NUMBER OF NEW FACILITY
WAFERS SHIPPED TO LATTICE DURING THAT CALENDAR MONTH AND THE APPLIED PRICE, AND
THE OUTSTANDING BALANCE OF THE APP AS OF THE END OF SUCH CALENDAR MONTH.
SUCH
REPORT SHALL BE SIGNED BY THE RESPECTIVE RESPONSIBLE PERSON AT EPSON, SMOS AND
LATTICE, PROVIDED THAT LATTICE SHALL NOT BE REQUIRED TO SIGN ANY SUCH REPORT
UNLESS IT IS SATISFIED WITH THE ACCURACY AND COMPLETENESS THEREOF.
LATTICE MAY,
FOR ITS SIGNATURE, REVIEW ALL INVOICES AND REPORTS FOR INACCURACIES AND IF ANY
SUCH INACCURACIES ARE FOUND AND CONFIRMED BY EPSON AND SMOS, LATTICE MAY REQUEST
TO MAKE CORRECTIONS TO THESE INVOICES AND REPORTS.
5.4
OBLIGATION AFTER COMPLETION OF OFF-SETTING THE APP
LATTICE WILL BE REQUIRED TO PAY FOR ALL NEW FACILITY WAFERS IN ACCORDANCE WITH
THE PURCHASE AGREEMENTS ONCE THE ADVANCE PAYMENT HAS BEEN FULLY OFFSET AND
REDUCED.
LATTICE WILL MAKE THE PAYMENTS TO EPSON IN JAPANESE YEN BASED ON THE
PRICE.
FURTHER, EPSON WILL BE REQUIRED TO FULFILL THE SUPPLY COMMITMENT AND
LATTICE WILL BE REQUIRED TO FULFILL THE PURCHASE COMMITMENT UNTIL LATTICE HAS
PURCHASED [*] NEW FACILITY WAFERS.
AFTER LATTICE HAS PURCHASED THIS FIXED
VOLUME OF THE NEW FACILITY WAFERS, DURING THE EFFECTIVE PERIOD OF THIS
AGREEMENT, EPSON AND LATTICE WILL CONTINUE TO MAKE EFFORTS TO SUPPLY AND
PURCHASE AT THE RATE TO BE MUTUALLY AGREED UNDER FAIR AND COMPETITIVE PRICES TO
BE DETERMINED BETWEEN THE PARTIES.
6.
Supply Commitment
6.1
CONTENTS OF SUPPLY COMMITMENT
IT IS THE INTENT OF LATTICE TO PURCHASE AND EPSON TO SUPPLY