Exhibit 10.158
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
INTEL/MICRON CONFIDENTIAL
BOISE SUPPLY AGREEMENT
This BOISE SUPPLY AGREEMENT (the "Agreement"), is made and entered into as of
this 6th day of January, 2006 (the "Effective Date"), by and between IM Flash
Technologies, LLC, a Delaware limited liability company (the "Joint Venture
Company") and Micron Technology, Inc., a Delaware corporation ("Micron").
RECITALS
A.
The Joint Venture Company is engaged in the manufacture, assembly
and test of NAND Flash Memory Products (as defined hereinafter) and desires
additional capacity of NAND Flash Probed Wafers;
B.
Micron possesses the ability to manufacture Probed Wafers for NAND
Flash Memory Products; and
C.
Micron desires to provide and the Joint Venture Company desires
Micron to supply Probed Wafers to the Joint Venture Company upon the terms and
subject to the conditions set forth in this Agreement (each, a "Party" and
collectively, the "Parties").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties intending to be legally bound do
hereby agree as follows.
ARTICLE 1
DEFINITIONS; CERTAIN INTERPRETIVE MATTERS
1.1
DEFINITIONS.
IN ADDITION TO THE TERMS DEFINED ELSEWHERE IN THIS
AGREEMENT, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE RESPECTIVE
MEANINGS SET FORTH IN EXHIBIT A.
1.2
CERTAIN INTERPRETIVE MATTERS.
(A)
UNLESS THE CONTEXT REQUIRES OTHERWISE, (1) ALL REFERENCES TO
SECTIONS, ARTICLES, EXHIBITS, APPENDICES OR SCHEDULES ARE TO SECTIONS, ARTICLES,
EXHIBITS, APPENDICES OR SCHEDULES OF OR TO THIS AGREEMENT, (2) EACH OF THE
SCHEDULES WILL APPLY ONLY TO THE CORRESPONDING SECTION OR SUBSECTION OF THIS
AGREEMENT, (3) EACH ACCOUNTING TERM NOT OTHERWISE DEFINED IN THIS AGREEMENT HAS
THE MEANING COMMONLY APPLIED TO IT IN ACCORDANCE WITH GAAP, (4) WORDS IN THE
SINGULAR INCLUDE THE PLURAL AND VISA VERSA, (5) THE TERM "INCLUDING" MEANS
"INCLUDING WITHOUT LIMITATION," AND (6) THE TERMS "HEREIN," "HEREOF,"
"HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL MEAN REFERENCES TO THIS AGREEMENT
AS A WHOLE AND NOT TO ANY INDIVIDUAL SECTION OR PORTION HEREOF. ALL REFERENCES
TO $ OR DOLLAR AMOUNTS WILL BE TO LAWFUL CURRENCY OF THE UNITED STATES OF
AMERICA. ALL REFERENCES TO "DAY" OR "DAYS" WILL MEAN CALENDAR DAYS AND ALL
REFERENCES TO "QUARTER(LY)", "MONTH(LY)" OR "YEAR(LY)" WILL MEAN FISCAL QUARTER,
FISCAL MONTH OR FISCAL YEAR, RESPECTIVELY, UNLESS SPECIFICALLY IDENTIFIED
OTHERWISE.
(B)
NO PROVISION OF THIS AGREEMENT WILL BE INTERPRETED IN FAVOR OF, OR
AGAINST, ANY OF THE PARTIES BY REASON OF THE EXTENT TO WHICH ANY SUCH PARTY OR
ITS COUNSEL PARTICIPATED IN THE DRAFTING THEREOF OR BY REASON OF THE EXTENT TO
WHICH ANY SUCH PROVISION IS INCONSISTENT WITH ANY PRIOR DRAFT OF THIS AGREEMENT
OR SUCH PROVISION.
ARTICLE 2
MICRON'S SUPPLY OBLIGATIONS
2.1
MICRON'S SUPPLY OBLIGATIONS.
(A)
GENERAL. MICRON WILL MANUFACTURE, SELL AND DELIVER TO THE JOINT
VENTURE COMPANY PROBED WAFERS IN ACCORDANCE WITH THE SPECIFICATIONS, PERFORMANCE
CRITERIA AND THE MANUFACTURING PLAN AS PROVIDED IN THE TERMS AND CONDITIONS
CONTAINED HEREIN.
(B)
MICRON