SMOS IS A PARTY HERETO SOLELY FOR THE PURPOSE TO EVIDENCING ITS ROLE,
AS THE INTERMEDIARY THROUGH WHICH, UNDER THE TERMS OF THE PURCHASE AGREEMENT,
THE PRODUCTS TO BE SOLD TO LATTICE BY EPSON WILL BE SOLD, AND TO EVIDENCE SMOS'S
AGREEMENT TO SUCH AN ARRANGEMENT.
SMOS SHALL UNDER NO CIRCUMSTANCES HAVE ANY
RIGHTS UNDER THIS AGREEMENT (IT BEING UNDERSTOOD, HOWEVER, THAT THIS ARTICLE 1.5
SHALL NOT IN ANY WAY AFFECT THE RIGHTS OF SMOS UNDER THE PURCHASE AGREEMENT).
IN PARTICULAR, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SMOS SHALL
HAVE NO RIGHTS UNDER ARTICLE 14 OF THIS AGREEMENT (I.E., ANY REFERENCE TO PARTY
OR PARTIES TO THIS AGREEMENT SHALL BE DEEMED TO BE ONLY TO EPSON AND LATTICE
UNLESS SPECIFICALLY PRESCRIBED THEREIN), AND EPSON AND LATTICE MAY AMEND THIS
AGREEMENT IN ANY RESPECT.
EPSON AGREES TO CAUSE SMOS TO COMPLY WITH ALL OF THE
TERMS OF THIS AGREEMENT AND THE PURCHASE AGREEMENT.
ANY MATERIAL BREACH OF THE
PURCHASE AGREEMENT SHALL CONSTITUTE A MATERIAL BREACH TO THIS AGREEMENT FOR THE
PURPOSE OF ARTICLE 14.4 OF THIS AGREEMENT.
2.
Definitions
2.1
"APP" WILL MEAN THE ADVANCE PRODUCTION PAYMENT OF TEN BILLION, FOUR
HUNDRED AND SIXTY NINE MILLION AND SEVEN HUNDRED THOUSAND JAPANESE YEN
(JPY10,469,700,000) TO BE MADE BY LATTICE TO EPSON IN THE MANNER DESCRIBED IN
ARTICLE 4.
IF THE PARTIES AGREE, IN ACCORDANCE WITH ARTICLE 4.4, ON ADDITIONAL
APP, THE DEFINITION OF "APP" HEREOF SHALL BE INTERPRETED TO INCLUDE SUCH
ADDITIONAL APP.
2.2
"EQUIPMENT" WILL MEAN THE SEMICONDUCTOR FABRICATION EQUIPMENT THAT
EPSON WILL INSTALL IN THE NEW FACILITY FOR PURPOSES OF FABRICATING NEW FACILITY
WAFERS.
2
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
2.3
"EXISTING AGREEMENTS" WILL MEAN THOSE CONTRACTS FOR THE DEVELOPMENT,
FABRICATION, TESTING AND/OR SALE OF SEMICONDUCTOR DEVICES BETWEEN EPSON AND
LATTICE IN EFFECT AS OF THE DATE OF THIS AGREEMENT.
2.4
"FREE WAFERS" WILL HAVE THE MEANING ASCRIBED TO IT IN ARTICLE 8.
2.5
"FUJIMI FACILITY" WILL HAVE THE MEANING ASCRIBED TO IT IN
ARTICLE 1.1.
2.6
"NEW FACILITY" WILL MEAN THE [*], 8 INCH WAFER CMOS PROCESS LINE
CONSTRUCTED AT THE SITE USING THE EQUIPMENT.
2.7
"NEW FACILITY WAFERS" WILL MEAN THE SEMICONDUCTOR WAFERS TO BE
FABRICATED BY EPSON FOR LATTICE AT THE NEW FACILITY.
2.8
"PRICE" WILL HAVE THE MEANING ASCRIBED TO IT IN ARTICLE 10.1.
2.9
"PRODUCTS" WILL MEAN THOSE SPECIFIC TYPES OF NEW FACILITY WAFERS
FABRICATED USING THE SAME MASKS AND THE SAME PROCESS FLOW AND IDENTIFIED BY THE
SAME SERIES OR PRODUCT NAME OR NUMBER.
THE PRODUCTS WILL BE ORDERED,
FABRICATED, DELIVERED AND SOLD PURSUANT TO THE TERMS AND CONDITIONS OF PURCHASE
AGREEMENT(S).
THE PRODUCTS WHICH THE PARTIES DESIRE TO FABRICATE AT THE NEW
FACILITY WILL BE AGREED BY AND BETWEEN EPSON AND LATTICE, REFERRING TO THE
PROCESS ROAD MAP FOR LATTICE ATTACHED HERETO AS EXHIBIT B, WHICH MAY BE REVIEWED
AND AMENDED FROM TIME TO TIME BY MUTUAL AGREEMENT OF THE PARTIES.
THE PARTIES
ACKNOWLEDGE HOWEVER, THAT THE FINAL DETERMINATION OF WHAT