MANUFACTURING LOCATION.
UNLESS OTHERWISE AGREED TO BY THE
PARTIES, ALL MANUFACTURE OF PROBED WAFERS BY MICRON UNDER THIS AGREEMENT SHALL
BE PERFORMED AT MICRON'S NAND PRODUCT LINE IN BOISE, IDAHO ("NAND PRODUCT
LINE").
2.2
SPECIFICATIONS.
THE JOINT VENTURE COMPANY SHALL PROVIDE THE
SPECIFICATIONS FOR THE PROBED WAFERS SUPPLIED HEREUNDER.
2.3
PERFORMANCE CRITERIA.
THE JOINT VENTURE COMPANY AND MICRON SHALL
DEVELOP MUTUALLY AGREED PERFORMANCE CRITERIA TO EVALUATE MICRON'S PERFORMANCE
HEREUNDER.
THE INITIAL PERFORMANCE CRITERIA ARE SET FORTH ON SCHEDULE 2.3 AND
THE PARTIES SHALL FURTHER DEFINE SUCH PERFORMANCE CRITERIA WITHIN SIXTY (60)
DAYS OF THE EFFECTIVE DATE.
2.4
MICRON'S MANUFACTURING PROCESS AND CONTROL. THE JOINT VENTURE
COMPANY AND MICRON WILL REVIEW MICRON'S CONTROL AND PROCESS MECHANISMS,
INCLUDING BUT NOT LIMITED TO SUCH MECHANISMS THAT ARE DESIGNED TO BE UTILIZED IN
MEETING OR EXCEEDING ALL PARAMETERS OF THE SPECIFICATION AND THE PERFORMANCE
CRITERIA WITH RESPECT TO THE SUPPLY OF PROBED WAFERS HEREUNDER FOR THE JOINT
VENTURE COMPANY.
THE PARTIES AGREE TO WORK TOGETHER IN GOOD FAITH TO DEFINE
MUTUALLY AGREEABLE CONTROL AND PROCESS MECHANISMS RELATING TO THE FOLLOWING
AREAS: [***].
2.5
[***].
IN ADDITION TO THE QUARTERLY REVIEW AND MONTHLY REPORT
REQUIREMENTS SET FORTH IN ARTICLES 3 AND 5, MICRON WILL PROMPTLY NOTIFY THE
JOINT VENTURE COMPANY OF ALL [***].
2.6
EQUIPMENT.
MICRON SHALL UTILIZE CERTAIN EXISTING EQUIPMENT TO
PROVIDE THE MANUFACTURING CAPACITY TO SUPPORT THE INITIAL MANUFACTURING PLAN AS
DEFINED IN THE LLC OPERATING AGREEMENT.
MICRON WILL PROCURE ADDITIONAL
MANUFACTURING EQUIPMENT AS SPECIFIED IN SCHEDULE 2.6 ("ADDITIONAL EQUIPMENT"),
WHICH IS REQUIRED TO MEET THE MANUFACTURING PLAN HEREUNDER.
2
2.7
MASKWORKS.
MASKS REQUIRED TO MANUFACTURE THE PROBED WAFERS WILL
EITHER BE PROVIDED BY THE JOINT VENTURE COMPANY OR PURCHASED BY MICRON
HEREUNDER.
SUCH MASKS WILL ONLY BE USED TO PRODUCE PROBED WAFERS FOR THE JOINT
VENTURE COMPANY.
IF THE JOINT VENTURE COMPANY DOES NOT PROVIDE THE MASKS
REQUIRED HEREUNDER, THEN THE JOINT VENTURE COMPANY SHALL PROVIDE TO MICRON IN A
TIMELY MANNER ALL OF THE INFORMATION, IN THE FORM TYPICALLY REQUIRED, FOR MICRON
TO PURCHASE THE REQUIRED MASKS.
MASKS WILL BE REPAIRED AND REPLACED SOLELY AT
MASK OPERATIONS WHICH HAVE BEEN APPROVED BY THE JOINT VENTURE COMPANY, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.
[***].
2.8
MATERIALS.
UNLESS OTHERWISE PROVIDED BY THE JOINT VENTURE
COMPANY, MICRON SHALL BE RESPONSIBLE FOR PROVIDING ALL MATERIALS REQUIRED FOR
THE MANUFACTURE AND SUPPLY THE PROBED WAFERS HEREUNDER.
ALL SUCH MATERIALS
PROCURED BY MICRON SHALL BE INCLUDED IN THE PRICING SET FORTH ON SCHEDULE 4.6.
MICRON SHALL ENDEAVOR TO MANAGE THE ENTIRE SUPPLY CHAIN HEREUNDER, INCLUDING
EQUIPMENT, MATERIALS, SYSTEMS, AND SUBCONTRACTORS, IF ANY, TO CREATE EFFICIENCY
AND MAXIMIZE THE PERFORMANCE CRITERIA. TO THE EXTENT THAT THE JOINT VENTURE
COMPANY DESIRES TO PROVIDE CERTAIN MATERIALS HEREUNDER, THE PARTIES SHALL WORK
TOGETHER IN GOOD FAITH ON THE TIMING AND MANNER OF PROVIDING SUCH MATERIALS SO
AS IT CAN BE ACCOMMODATED WITHIN MICRON'S BUSINESS AND MANUFACTURING SYSTEMS.
2.9
TRACEABILITY AND DATA RETENTION.
MICRON AND THE JOINT VENTURE
COMPANY SHALL REVIEW MICRON'S TRACEABILITY SYSTEMS IN REGARDS TO MANUFACTURING
PROCESSING INFORMATION