Common use of Pricing and Delivery Clause in Contracts

Pricing and Delivery. 3.1 All purchases of foundry services by the Venturers pursuant to this Foundry Capacity Agreement will be subject to FabVen's standard terms and conditions and its usual business practices, subject to any contrary requirements expressly imposed pursuant to the terms of this Foundry Capacity Agreement. 3.2 Except as expressly provided in this Foundry Capacity Agreement, all purchases of foundry services by the Venturers during the term of this Agreement will be at fair market value and under fair market terms and conditions, as would be negotiated at arm's length in an independent foundry relationship, without regard to any preferences or privileges or other considerations whatsoever; provided however that if all Venturers consent in writing, FabVen may, prior to the completion of an offering of its shares on a recognized securities exchange, offer foundry service terms to the Venturers on such other terms as may be so expressly agreed. 3.3 For so long as the Venturer involved has a right to FabVen Production Capacity under Section 2.1 above, the prices and other purchase terms to such Venturer for foundry services from FabVen will be no less favorable than the prices and purchase terms which FabVen offers to any other entity for comparable processes and Products at comparable quantities; provided however that UMC shall not be entitled to any volume discount. 3.4 FabVen shall make its best efforts to achieve on-time delivery, and will make reasonable efforts to provide linear shipments. To the extent that FabVen complies with its commitments for wafer starts pursuant to the terms of this Foundry Capacity Agreement, and thereafter makes such efforts, FabVen shall not be liable to any Venturer for any delay in delivery.

Pricing and Delivery. 3.1 All purchases of foundry services by the Venturers pursuant to this Foundry Capacity Agreement will be subject to FabVen's standard terms and conditions and its usual business practices, subject to any contrary requirements expressly imposed pursuant to the terms of this Foundry Capacity Agreement. 3.2 Except as expressly provided in this Foundry Capacity Agreement, all purchases of foundry services by the Venturers during the term of this Agreement will be at fair market value * and under fair market terms and conditions, as would be negotiated at arm's length in an independent foundry relationship, without regard to any preferences or privileges or other considerations whatsoever* OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITES AND EXCHANGE COMMISSION *; provided however that if all Venturers consent in writing, FabVen may, prior to the completion of an offering of its shares on a recognized securities exchange, offer foundry service terms to the Venturers on such other terms as may be so expressly agreed. 3.3 For so long as the Venturer involved has a right to FabVen Production Capacity under Section 2.1 above, the prices and other purchase terms to such Venturer for foundry services from FabVen will be no less favorable than the prices and purchase terms which FabVen offers to any other entity for comparable processes and Products at comparable quantities; provided however that UMC shall not be entitled to any volume discount*. 3.4 FabVen shall make its best efforts to achieve on-time delivery, and will make reasonable efforts to provide linear shipments. To the extent that FabVen complies with its commitments for wafer starts pursuant to the terms of this Foundry Capacity Agreement, and thereafter makes such efforts, FabVen shall not be liable to any Venturer for any delay in delivery.