Exhibit 10.157
[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
INTEL/MICRON CONFIDENTIAL
MANUFACTURING SERVICES AGREEMENT
This MANUFACTURING SERVICES AGREEMENT (the "Agreement"), is made and entered
into as of this 6th day of January, 2006 (the "Effective Date"), by and between
Micron Technology, Inc., a Delaware corporation ("Micron"), and IM Flash
Technologies, LLC, a Delaware limited liability company ("Joint Venture
Company").
RECITALS
A.
The Joint Venture Company is engaged in the manufacture, assembly
and test of NAND Flash Memory Products (as defined hereinafter); and
B.
Micron possesses the ability to perform manufacturing services in
connection with Probed Wafers for NAND Flash Memory Products; and
C.
Micron desires to provide and the Joint Venture Company desires to
purchase manufacturing services upon the terms and subject to the conditions set
forth in this Agreement (Micron and the Joint Venture Company are 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.
SECTION 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" OR "YEAR" WILL MEAN FISCAL QUARTER, FISCAL
MONTH OR FISCAL YEAR, RESPECTIVELY.
(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.
SECTION 2
PROVISION OF MANUFACTURING SERVICES; CONTROLS
2.1
PROVISION OF MANUFACTURING SERVICES.
MICRON WILL PROVIDE TO THE
JOINT VENTURE COMPANY MANUFACTURING SERVICES, AS DESCRIBED ON SCHEDULE 2.1 IN
ACCORDANCE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN.
2.2
LEVEL OF MANUFACTURING SERVICES.
THE JOINT VENTURE COMPANY SHALL
PROVIDE MICRON WITH THE RAMP PLAN FOR