PRODUCTS WILL BE
FABRICATED MAY DEPEND ON THE RESULTS OF JOINT DEVELOPMENT AND PRODUCT
QUALIFICATION.
2.10
"PURCHASE AGREEMENT(S)" WILL MEAN THE AGREEMENTS BY AND BETWEEN SMOS AND
LATTICE PURSUANT TO WHICH SMOS AGREES TO SELL AND LATTICE AGREES TO PURCHASE THE
PRODUCTS.
IT IS THE INTENTION OF THE PARTIES TO EXECUTE THE PURCHASE AGREEMENT,
THE TERMS OF WHICH SHALL BE NEGOTIATED AND AGREED BETWEEN SMOS AND LATTICE,
AFTER THE EXECUTION OF THIS AGREEMENT.
2.11
"PROJECTED COMPLETION SCHEDULE" WILL HAVE THE MEANING ASCRIBED TO IT IN
ARTICLE 3.1.2.
2.12
"PURCHASE COMMITMENT" WILL HAVE THE MEANING ASCRIBED TO IT IN ARTICLE 7.1
AND EXHIBIT D ATTACHED HERETO.
2.13
"SAKATA FACILITY" WILL HAVE THE MEANING ASCRIBED TO IT IN ARTICLE 1.1.
2.14
"SITE" WILL MEAN THAT PORTION OF THE SAKATA FACILITY WHERE THE NEW
FACILITY WILL BE CONSTRUCTED.
3
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
2.15
"SUPPLY COMMITMENT" WILL HAVE THE MEANING ASCRIBED TO IT IN ARTICLE 6.1
AND EXHIBIT D.
2.16
"[*] PROCESS" WILL MEAN THE [*], 8 INCH WAFER, CMOS PROCESS OWNED,
LICENSED OR DEVELOPED BY EPSON WHICH WILL BE USED AT THE NEW FACILITY.
THE [*]
PROCESS WILL INCLUDE (A) ALL PROCESS FLOW, PROCESS STEPS, PROCESS CONDITIONS,
AND MODIFICATIONS THERETO, USED TO MANUFACTURE SEMICONDUCTOR WAFERS AT THE NEW
FACILITY AS WELL AS (B) ALL METHODS, FORMULAE, PROCEDURES, TECHNOLOGY AND
KNOW-HOW ASSOCIATED WITH SUCH PROCESS STEPS AND PROCESS CONDITIONS.
THE [*]
PROCESS WILL NOT INCLUDE ANY METHODS, FORMULAE, PROCEDURES, TECHNOLOGY OR
KNOW-HOW LICENSED OR RECEIVED FROM LATTICE UNDER THIS AGREEMENT, THE EXISTING
AGREEMENTS OR OTHER AGREEMENTS EXECUTED BETWEEN THE PARTIES IN THE FUTURE UNLESS
OTHERWISE AGREED IN WRITING.
IF THE PARTIES FIND IT NECESSARY OR CONVENIENT TO
DOCUMENT PROCESS FLOW FOR ANY PRODUCT, SUCH DOCUMENTATION WILL BE SIGNED BY THE
PARTIES AND ATTACHED TO THE APPROPRIATE PURCHASE AGREEMENT AS AN EXHIBIT.
2.17
"SUBSIDIARY" WILL MEAN ANY CORPORATION, PARTNERSHIP, JOINT VENTURE OR
OTHER LEGAL ENTITY WHICH AGREES IN WRITING TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND MORE THAN FIFTY PERCENT (50%) OF WHOSE
OWNERSHIP RIGHTS ARE CONTROLLED DIRECTLY OR INDIRECTLY BY EPSON OR LATTICE, AS
THE CASE MAY BE, BUT ONLY SO LONG AS SUCH CONTROL EXISTS.
3.
Construction and Representation.
3.1
CONSTRUCTION OF THE NEW FACILITY
3.1.1
LOCATION AND COSTS
EPSON HEREBY AGREES, SUBJECT TO ITS RECEIPT OF THE FULL AMOUNT OF
THE APP AS
PROVIDED IN ARTICLE 4.1 TO CONSTRUCT THE NEW FACILITY AT
THE SITE AND TO
INSTALL THE EQUIPMENT THEREIN.
3.1.2
COMPLETION SCHEDULE
THE PROJECTED COMPLETION SCHEDULE FOR THE CONSTRUCTION OF THE NEW FACILITY (THE
"PROJECTED COMPLETION SCHEDULE") IS SET FORTH IN EXHIBIT A ATTACHED HERETO.
IN
THE EVENT EPSON HAS REASON TO BELIEVE THAT ANY ITEM IN THE PROJECTED COMPLETION
SCHEDULE DESIGNATED AS A "CONSTRUCTION MILESTONE" WILL BE DELAYED BY MORE THAN
THIRTY (30) CALENDAR DAYS, EPSON WILL PROMPTLY NOTIFY LATTICE IN WRITING AND
(A) EXPLAIN THE REASON FOR THE DELAY, (B) DESCRIBE THE ESTIMATED AMOUNT OF TIME
THAT CONSTRUCTION WILL BE DELAYED