Exhibit 10.8
LICENSING AND WAFER SUPPLY AGREEMENT
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THIS AGREEMENT, made and entered into as of this 17th day of June, 1993 by and
between:
(1) OKI ELECTRIC INDUSTRY CO., LTD., a Japanese corporation having its
registered head office at ▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ ("OKI"); and
(2) Power Integrations, Inc., a California corporation having its principal
place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇.▇.▇. ("PI")
WHEREAS, both OKI and PI are engaged in the development, design, manufacture and
sale of various LSI products, and according to each party, it has acquired
valuable technical knowledge and experience, particularly in the field of the
Power IC products;
WHEREAS, PI is willing to grant to OKI licenses of certain Power MOS IC
technology and OKI is willing to obtain such licenses from PI;
WHEREAS, PI has granted another company certain exclusive rights to manufacture
products using PI's N-Channel Process (as defined below) through June 29, 1995;
WHEREAS, PI and OKI desire that PI's license to OKI of PI's P-Channel Process
(as defined blow) be effective as of the Effective Date (as defined below) and
that PI's license to OKI of the PI N-channel Process be effective as of June 30,
1995;
WHEREAS, PI has granted another company certain exclusive rights with respect to
applications of PI's technology to energizing lights;
WHEREAS, PI and OKI desire that PI's license to OKI of the PI Processes (as
defined below) exclude all applications of PI's technology to energizing lights;
WHEREAS, PI and OKI desire that OKI license PI to make, have made, use, lease
and sell products using certain OKI's integrated circuit process related to
OKI's improvements to the PI Process;
WHEREAS, PI desires to acquire from OKI fabrication and supply of wafers of
certain Power IC products, and OKI is willing to supply such wafers to PI;
NOW, THEREFORE, in consideration fo the mutual premises, covenants and
agreements of the parties contained herein, the parties agree as follows;
CHAPTER 1 DEFINITIONS
Article 1. (Definitions)
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When used throughout this Agreement, each of the following terms shall have the
meaning indicated below:
1.1 "PI Products" shall mean Power IC products which are developed by PI using
PI Technology and OKI's improvements to the PI Processes.
1.2 "PI Technology" shall mean technical information involved in the
Intellectual Property Rights and/or Know-How of PI.
1.3 "Fab" shall mean OKI's wafer fabrication facility in [*]. Any change in
facility location will only be with the prior written consent of PI.
1.4 "Qualification" shall mean the qualification of the PI Processes at the Fab
as demonstrated by the achievement of milestones agreed to by the parties.
1.5 "Additional Wafers" shall mean all Wafers supplied during the term of the
Agreement after all Initial Wafers have been supplied.
1.6 "Foundry Credit" shall mean [*] worth of Wafers, valuing Wafers at
[*] per 4 inch Wafer (except quick turn wafers, which will be valued at
[*] per wafer) deducting any applicable Japanese withholding tax.
Actually, OKI will provide PI with [*] pcs of 4 inch Wafer (subject to
adjustment for quick turn wafers) as Foundry Credit after deduction of
applicable Japanese withholding tax.
1.7 "Initial Wafers" shall mean 4-inch wafers supplied to PI free of charge
pursuant to Section 5.2 below.
1.8 "Volume Production" shall mean production of wafers and PI Products after
Qualification.
1.9 "OKI Products" shall mean a family of Power IC products which are developed
and manufactured by OKI using PI Technology.
1.10 "Technical Information" shall mean technical information in existence on or
before the date of expiration or termination of this Agreement regarding PI
Technology which is used in the design, manufacture, use, test or operation
of PI Products and OKI Products.
1.11 "Technical Cooperation" shall mean technical advice, consulting services
and other technical cooperation provided by PI for OKI's overall
development and production of the PI Products and OKI Products.
1.12 "Subsidiary" shall mean any corporation, company or other entity in which
OKI or PI, as the case may be, owns and/or controls, directly or
indirectly, now or hereafter, more than fifty percent (50%) of the
outstanding shares of stock entitled to vote for the election of directors
or their equivalents regardless of the form thereof (other than any shares
of stock whose voting rights are subject to substantial restriction);
provided, however, that
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any entity which would be a Subsidiary by reason of the foregoing shall be
considered a Subsidiary only so long as such ownership or control exists.
1.13 "Confidential Information" shall mean the database tapes referred to in
Article 8 below and Technical Information, Know-How or other non-public
information which is designated in writing, by appropriate legend, as
confidential and, if disclosed orally or in any recorded form, its summary
shall be reduced to writing within thirty (30) days after disclosure and
designated, by appropriate legend, as confidential.
1.14 "Intellectual Property Rights" shall mean all classes or types of patents,
utility models, design rights, copyrights, mask work rights, trade secrets
and applications thereof recognized under the laws of any country of the
world, which claims or is otherwise directed to an invention relating to
semiconductor processing and/or semiconductor device structure and/or
circuit design which have been reduced to practice or have a first
effective filing or registration date in any country prior to the date of
expiration or earlier termination of this Agreement, and which arise out
of inventions made by PI, which PI (i) has as of the date hereof or (ii)
acquires during the term of this Agreement, and under which, and to the
extent to which and subject to the conditions under which PI may have, as
of the Effective Date of this Agreement, or at the date of acquisition by
PI of such rights, or after the Effective Date of this Agreement, the
right to grant licenses of the scope granted herein without the payment of
royalty or other consideration to third persons except for payment of
third persons for inventions made by said persons while employed by PI.
1.15 "Know-How" shall mean any and all technical, industrial and engineering
information, knowledge and experience with respect to the PI Technology
known by or to PI, as of the date hereof and which PI may acquire or
develop during the term of this Agreement, represented in any document,
method, process, design, design technology, manufacturing technology,
machinery, instrument or other equipment used or owned by PI or with
respect to which and to the extent to which and subject to the conditions
under which PI has the right to grant licenses of the scope granted herein
without the payment of royalty or other consideration to third persons
except for payment to third persons for inventions made by said persons
while employed by PI.
1.16 "Effective Date" shall mean the date when this Agreement is fully executed
by both parties hereto.
1.17 "OKI Process Technology" shall mean the three (3) micron single
polysilicon, single metal process technology of OKI which shall be capable
to produce PI Products under this Agreement.
1.18 "PI N-Channel Process" shall mean (a) the specific n-chanel power
technology (nominally [*]) of PI and (b) extensions of the foregoing to
higher voltages, that is more fully described in Exhibit A attached
hereto, and in the documents identified in Exhibit B attached hereto.
Reference to PI N-Channel Process covers device structures that fit within
(a) and (b) above, but does not include other device structures.
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1.19 "PI P-Channel Process" shall mean (a) the specific p-channel power
technology (nominally [*]) of PI and (b) extensions of the foregoing to
higher voltages, that is more fully described in Exhibit A attached
hereto, and in the documents identified in Exhibit B attached hereto.
Reference to PI P-Channel Process covers device structures that fit within
(a) and (b) above, but does not include other device structures.
1.20 "PI Processes" shall mean the PI N-Channel Process and the PI P-Channel
Process.
1.21 "Wafer" shall mean non-probed silicon wafer which contains chips or
circuits of PI Product which meets the Common Specifications as defined
below.
1.22 "Common Specifications" shall mean the specifications for the Wafer
mutually agreed upon.
CHAPTER 2 LICENSING OF PI TECHNOLOGY
Article 2. (Grant of Licenses)
2.1 (a) License to PI P-Channel Process.
PI hereby grants to OKI a non-exclusive, non-transferable, perpetual,
and worldwide license, under PI's Intellectual Property Rights and
Know-How relating to the PI P-channel Process or to products
manufactured, or designed or developed for manufacture, using the PI
P-channel Process, to design, modify, make, use, sell, distribute,
develop any OKI Products, and to make Wafers for, and to sell or
otherwise transfer Wafers to, PI, under the terms and conditions
contained in this Agreement.
(b) License to PI N-Channel Process.
PI hereby grants to OKI, effective June 30, 1995, a non-exclusive,
non-transferable, perpetual, and worldwide license under PI's
Intellectual Property Rights and Know-How relating to the PI N-channel
Process or to products manufactured, or designed or developed for
manufacture, using the PI N-Channel Process, to design, modify, make,
use, sell, distribute, develop any OKI Products, and to make Wafers
for, and to sell otherwise transfer Wafers to, PI, under the terms and
conditions contained in this Agreement.
2.2 Limitations on Lighting Products.
OKI shall not have any right under this Agreement or the licenses granted
herein to design, develop, manufacture, or sell any products for any
application for energizing lights.
2.3 No Private Labeling Rights.
OKI shall not have any right to sell, lease or otherwise dispose of any
products manufactured using any PI Technology for purposes of resale by
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any third party as die, wafers or packaged units under any third party's
own brand label or marking.
2.4 The licenses for the PI Technology granted to OKI under Paragraph 2.1 above
shall be royalty-free, fully paid-up upon expiration of OKI's running
royalty payment period pursuant to Paragraph 5.3 below.
2.5 In addition to the rights under Paragraph 2.1, without any consent of PI,
OKI may sublicense the manufacturing right to Subsidiaries of OKI so long
as the sublicense provides for the protection of PI's Confidential
Information on terms not less protective of PI's rights than those set
forth in this Agreement. Any such sublicense may be made effective
retroactively, but not prior to the Effective Date hereof, nor prior to the
sublicensee's becoming a Subsidiary of such company.
2.6 In addition to the rights under Paragraph 2.1, without any consent of PI,
OKI may have any third party assemble and test the Products.
2.7 License to OKI Improvements.
OKI hereby grants to PI a non-exclusive, perpetual, royalty-free,
nontransferable, worldwide, right and license to use OKI improvements to
the PI Processes to design, make and have made PI Products, and to use,
sell, lease or otherwise dispose of PI Products worldwide, under the terms
and conditions contained in this Agreement. Without any consent of OKI, PI
may sublicense the manufacturing rights to Subsidiaries of PI so long as
the sublicense provides for the protection of OKI's Confidential
Information on terms not less protective of OKI's rights than those set
forth in this Agreement. Any such sublicense may be made effective
retroactively, not prior to the Effective Date hereof, nor prior to the
sublicensee's becoming a Subsidiary of such party. Any foundry agreement PI
enters into in order to exercise its have made rights under this Agreement
must contain provisions for the protection of OKI's improvements regarding
the PI Processes which are not less protective of OKI's rights than the
corresponding provisions of this Agreement.
2.8 Functionally Equivalent Products. Neither party will have any rights under
the licenses granted in this Agreement to design, make, have made, or use,
sell or otherwise dispose of pin-for-pin replacements of products already
introduced by the other party.
Article 3. (Technology Transfer)
3.1 Unless otherwise agreed in writing, within fourteen (14) days after PI's
receipt of the first [*] installment payable pursuant to Section 5.1 below,
PI shall transfer to OKI all Technical Information related to the PI
Technology. The Technical Information to be transferred from PI to OKI
hereunder shall be described in Exhibit A attached hereto.
3.2 Information Transfer.
Information relating to the PI Technology will be transferred from PI to
OKI, and information relating to OKI's improvements will be transferred
from OKI to PI, for purposes of prototype development fabrication and
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production fabrication by OKI at the Fab pursuant to the terms of this
Article 3 and for the parties to exercise their rights under the licenses
granted in the Agreement. PI and OKI shall use their reasonable efforts to
complete the transfer of the necessary technology to the Fab and to
commence production of PI Products to meet PI's Product requirements
stating no later than a date to be agreed by the parties. PI agrees to
reimburse OKI for the reasonable expenses incurred in providing OKI's
improvement to PI, if so requested by OKI.
3.3 Bring-Up of PI Process
(a) OKI shall use its reasonable efforts to bring-up the PI Processes at the
Fab in order to supply PI prototype wafers and production wafers as
contemplated by this Agreement. OKI an PI shall use reasonable efforts to
perform or fulfill the development milestones of which each is responsible
and to perform and fulfill such milestones for which each is responsible
and to perform and fulfill such milestones according to the schedule agreed
on.
(b) During the period of prototype development, the OKI team and the PI team
shall jointly issue to both OKI and PI monthly progress reports.
3.4 Expenses During Bring-Up
(a) Except as otherwise provided in this section 3.4, each party shall pay all
of its own expenses incurred in order to perform its obligations under this
Agreement.
(b) OKI shall provide and pay for all (i) development wafer processing as
needed in order to permit the milestones agreed upon by the parties to be
timely accomplished (with the actual number of wafers and the frequency of
their production to be determined by mutual agreement of PI and OKI), (ii)
mask tooling for one test vehicle PI Product, (iii) process test chip
tooling costs and (iv) other production related costs associated with one
test vehicle PI Products.
3.5 Process Bring-Up Wafers. During the period of prototype development, all
processed die generated from development runs and which relate to PI
Products or the PI Processes shall be divided 33-1/3% for team diagnostics,
evaluation and life test, 33-1/3% for PI and 33-1/3% for OKI. PI's
allocable portion of such processed die shall be sent to PI at no cost to
PI at the earliest possible time.
3.6 Notwithstanding anything to the contrary set forth in this Agreement,
neither party shall have any obligation under this Agreement to disclose
and provide any confidential information of third parties, or which such
party owns jointly with third parties, and which such party is not
entitled to disclose pursuant to the terms of any agreement: (a) entered
into prior to the date of this Agreement, or (b) entered into on or after
the date of this Agreement, so long as the party hereunder which
withholds disclosure pursuant to this provision has exercised reasonable
efforts to negotiate the right to provide such information to the other
party hereunder.
Article 4. (Technical Cooperation)
4.1 If OKI encounters any technical difficulties on design, modification, use,
development or application of PI Technology, PI shall provide necessary
Technical Cooperation to OKI for smooth start-up of its design work and
production as follows:
(a) One PI employee for one visit to the Fab, consisting of five consecutive
days, at PI's expense.
(b) At OKI's request, up to two additional visits to the Fab, consisting of two
consecutive days each, by one PI employee. OKI shall reimburse PI for all
reasonable travel and living expenses incurred by PI's employees in
providing this assistance, and shall pay PI [*] per day for each such day
of assistance.
(c) Reasonable access by fax and phone to PI's employees to average not more
than two days per month, at no charge.
(d) At OKI's request, up to an additional two days per month of access by fax
and phone to PI's employees. OKI shall pay PI [*] per day for each such day
of assistance.
(e) Not more than two visits during the first six months after the date of this
Agreement, and one visit during the next six months, by up to three OKI
employees to PI's offices, at no charge. Each such visit will be for not
more than three days and require the full-time assistance during normal
working hours of not more than two PI employees.
4.2 Upon OKI's request, PI agrees to provide OKI with consultation services
including regarding OKI's Products design work upon detailed terms and
conditions to be mutually agreed upon.
4.3 PI shall have no obligation to provide technical assistance under this
Agreement at any OKI facility other than the Fab. PI shall have no
obligation to provide Technical Cooperation or other information or
assistance to OKI except as expressly provided in this Agreement.
4.4 PI shall provide to OKI the Technical Cooperation in accordance with
reasonable professional standards and exert its reasonable efforts to
ensure the accuracy and efficacy of the Technical Cooperation.
4.5 Technical transfer pursuant to Article 3 and the meeting under this Article
shall be made or conducted in the English language and the Technical
Information in writing shall be provided in the English language.
Article 5 (Compensation)
5.1 In partial consideration of the licenses granted by PI to OKI under Article
2 above and of the technology transfer from PI to OKI under Article 3
above, OKI will pay PI the initial license fee in the amount of [*]
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[*] United States dollars (U.S. [*]) and in the following installments:
Upon the Effective Date of this Agreement: U.S. [*]
Upon completion of technology transfer pursuant to Paragraph 3.1:
U.S. [*]
All payment shall be in United States Dollars by telegraphic transfer to
such bank account of PI as may be designated by PI within 30 days after the
date each such installment becomes payable as provided above.
5.2 In addition to the initial license fee, OKI shall supply 4-inch Wafers to
PI free of charge up to the value of the Foundry Credit.
5.3 Also, in addition to the initial license fee, OKI will pay PI a running
royalty for the license granted and technology transfer made by PI, at
[*] of OKI's Net Selling Price (defined in Paragraph 5.4) of each unit of
OKI Product used, leased, sold or otherwise disposed of by OKI for a period
of, and in no event longer than, [*] from the date OKI first ships full
production OKI Products to customers.
OKI Product shall be considered as used, sold, leased or disposed of, as
the case may be, when billed out, delivered, shipped or mailed to a
customer or lessee, or when first used or first set aside for future use by
OKI, whichever shall first occur. Product disposed of as scrap shall not be
considered as OKI Product manufactured under this Agreement.
5.4 The term "Net Selling Price(s)" as used in this Agreement shall be
determined as follows:
(a) In respect of OKI Product in the form of packaged, tested product or as die
or wafers sold in normal, arm's length, commercial transactions between
parties which are not in affiliation, the Net Selling Price(s) shall be the
aggregate of the genuine selling prices at which customers are billed in
the usual course of business for such OKI Product, without any deductions
or credits other than those determined as provided below, if any.
(b) In respect of OKI Product in the form of packaged, tested product or as die
or wafers used, leased or otherwise disposed of, or sold otherwise than in
normal, arm's length, commercial transactions between parties which are not
in affiliation, the Net Selling Price(s) shall be the aggregate of the
genuine selling prices of the same quantities of similar or substantially
similar OKI Product which are sold in normal, arm's length, commercial
transactions between parties which are not in affiliation, or, if there be
no similar or substantially similar OKI Product so sold, then the fair
market value thereof, without any deductions other than those determined as
provided below, if any.
(c) In determining its Net Selling Price(s), OKI may deduct from the genuine
selling price, equivalent thereof or fair market value, as the case may be,
of OKI Product:
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(i) transportation charges, packing fees and insurance fees;
(ii) sales taxes, import duties and other excise taxes imposed or paid
directly with respect to the sale of such product;
(iii) quantity and cash discounts actually allowed and allowances or
credits to customers on account of product rejection or returned sales.
5.5 Within one (1) month after the end of each March and September OKI shall
furnish to PI a written report certified by an officer of OKI showing (i)
the number of the OKI Products sold or otherwise disposed of by OKI during
the six-month period then ended, (ii) the aggregate of the Net Selling
Price(s) of each kind of OKI Product, (iii) all deductions and credits
claimed by OKI pursuant to the prior paragraph in determining such Net
Selling Price(s), and (iv) the total net compensation payable for each
kind of OKI Product pursuant to this Agreement.
5.6 With each report required by Paragraph 5.5 above, OKI shall remit to PI,
in United States Dollars, the total amount shown thereby to be due by
telegraphic transfer to such bank account of PI as may be designated by
PI.
5.7 OKI agrees to keep accurate records showing the number of the OKI Products
sold by OKI and the Net Selling Prices thereof. Such records shall be
available for inspection by an independent certified public accountant,
acceptable to OKI, selected and paid by PI during reasonable business
hours for the purpose of verifying the amounts due under Paragraph 5.3
hereof. Such inspection shall not be made more than once annually. Such
accountant shall disclose to PI only the figure representing the correct
amount and shall not disclose any other information of OKI except that
which should properly have been contained in any report required
hereunder. OKI shall not be required to retain said records for more than
three (3) years after the end of the year to which said records pertain.
5.8 All payment made by OKI to PI pursuant to this Article shall be made after
deduction of any applicable Japanese withholding tax from such payments.
OKI shall promptly furnish PI with official receipts issued by the tax
authorities.
5.9 No royalty shall be payable for any such Wafers and/or PI Products that
are supplied to PI and/or its Subsidiaries by OKI.
Article 6. (Improvements)
PI shall promptly disclose to OKI any improvements to PI Technology made or
developed after the Effective Date of and during the term of this Agreement and
thereupon PI shall be deemed to have granted OKI a license to use such
improvements on the same terms as set forth in Article 2 with respect to PI's
Intellectual Property Rights and Know-How.
CHAPTER 3. SUPPLY OF WAFERS
Article 7. (Sale and Purchase of Wafers)
7.1 OKI hereby agrees to sell to PI the Wafers and PI shall purchase the
Wafers pursuant to the terms and conditions of this Agreement.
Reserved Capacity.
OKI shall make available to PI, from the production capacity of the Fab,
Wafers at the rate (measured monthly) of: [*] Wafers per week during the
[*] after Qualification, and [*] Wafers per [*] thereafter throughout
the Term. At PI's request, the parties shall negotiate in good faith the
provision by OKI of more than the above capacity commitment.
Minimum Purchase.
PI shall purchase from OKI Wafers at minimum in the quantity of [*] of
the production capacity of the Fab reserved for PI under this Article
7.1.
7.2 The production and sale of the Wafers may be made by any Subsidiary of
OKI.
7.3 PI may resell the PI Products only in the form of finished products or
dies, but shall not resell any of them in the form of a wafer except to
manufacturers of hybrid circuits.
7.4 OKI will manufacture Wafers for PI using all improvements to the PI
Processes that OKI uses for its own similar wafers.
Article 8. (Mask Sets and Prototype Wafers for PI Products)
8.1 PI shall supply the data-base tape, free of charge, for mask making for
PI Products to OKI in a mutually agreed data-base format.
8.2 OKI may examine the data-base upon receipt of the data-base tape. If
upon such examination the data-base is found to be defective or not in
conformity with the Common Specifications, OKI shall immediately notify
PI in detail as to such defects or nonconformity, and PI will either
provide a corrected data-base tape and/or request a return of the
defective data-base tape at PI's expense for correction.
8.3 After Qualification, simultaneously with the supply of the data-base
tape referred to in Section 8.1 above, PI shall place purchase orders
with OKI for the mask sets and prototype wafers for the Wafers of the PI
Products in written form which shall state model name (number). The cost
of such mask sets and prototype wafers ordered by PI to OKI shall be
paid by PI in accordance with the price schedule to mask sets as
described in Exhibit C attached hereto. PI shall place an order with OKI
for a minimum of ten (10) prototype wafers per one mask set.
8.4 After Qualification, OKI shall make mask sets based on the data-base
tape supplied by PI and shall process the Wafers of the PI Products
using such mask sets according to the schedule as agreed upon by the
parties.
8.5 After Qualification, payment for the mask sets and prototype wafers
payable by PI under Section 8.3 above shall be made by an irrevocable
and confirmed letter of credit payable at sight to be opened by PI at a
first class bank acceptable to OKI. The opening of all letters of credit
shall be
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advised to OKI by the time PI places an order for such mask set or
prototype wafers.
Article 9. (Volume Production)
9.1 For the Volume Production, PI shall order Wafers in lots, each of which
will contain a minimum of 50 Wafer starts. PI may use the reserved
capacity for any mix of Wafer lots for any PI Products.
9.2 The orders of PI for the volume production shall be subject to written
acknowledgment of OKI (which will not be unreasonably withheld or
delayed) and based on and subject to the forecasts provided in Article
10 below. For purposes of such acknowledgment, it shall be unreasonable
for OKI to withhold or delay such acknowledgement due to allocation of
production capacity at the Fab or preferential treatment of other OKI
customers.
9.3 Production Leadtimes After Qualification:
(a) PI will notify OKI 20 calendar days in advance of a new mask set
request. OKI will complete masks sets for any PI Product within eighteen
(18) working days after OKI's receipt of a final database tape for such
PI Product.
(b) OKI will deliver production Wafers of any PI Product within forty-two
(42) calendar days after delivery of PI's purchase order for such PI
Product, unless PI's purchase order specifies a later delivery date.
9.4 Quick Turn Lots.
During the Term, PI may order [*] quick-turn lot per month for new
product designs. OKI agrees to start each quick-turn lot in the Fab
within five (5) days after receipt of a PI purchase order therefor, and
to complete wafer processing within twenty-five (25) calendar days from
the start date or the OKI standard fast-turn-cycle time at the start
time, if longer. OKI will deliver the lot without other conditions
beyond those stated in this Agreement. OKI will deliver the lot subject
to OKI's reasonable capacity constraints, and the lot will be charged at
twice PI's usual Wafer price. During the period of Initial Wafer supply,
charges will be against the Foundry Credit, rather than for payment
pursuant to Article 14 below.
9.5 Nonconforming Deliveries.
If any delivery of Wafers by OKI to PI does not conform in any material respect
to PI's order for such Wafers, PI and OKI shall negotiate is good faith to
resolve the problem quickly.
Article 10. (Forecasts)
10.1 Orders and Forecasts.
PI shall deliver to OKI monthly a binding purchase order covering two
(2) months of deliveries of Wafers and a nonbinding forecast of Wafer
requirements for the following four (4) months. PI also may deliver
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additional orders to OKI at such times and as often as PI elects, which
orders shall conform to the requirements of this Agreement. So long as
PI's orders are within the maximum reserved quantities of Wafers
provided for in Section 7.1 above and are in accordance with the lead
times provided for in Sections 9.3 or 9.4 above, OKI shall have no right
to refuse to accept or to reject any such order, and all such orders
shall be deemed automatically accepted by OKI. OKI shall acknowledge
PI's orders in writing, confirming quantities and delivery dates of
ordered Wafers; provided, however, that any failure on the part of OKI
to deliver such an acknowledgment shall not release OKI from its
obligation to deliver Wafers in accordance with PI's valid orders.
10.2 Termination of Orders.
Should PI terminate any order hereunder, in whole or in part, other than
with respect to defective Wafers or nonconforming deliveries, PI shall
compensate OKI according to the following schedule:
Day -- Time between date of cancellation and agreed upon delivery date
Liability -- Liability is percentage of aggregate purchase price of
canceled portion of order
Days 0 to 42 Days 42 to 60
Liability [*] [*]
Article 11. (Delivery)
The terms of delivery of the Wafers shall be FCA (Free Carrier) Tokyo (Incoterms
1990).
Article 12. (Test and Inspection)
12.1 OKI shall conduct E-test and visual inspection according to the Common
Specification before the delivery of the Wafers of the PI Products.
12.2 PI shall conduct incoming inspection according to the Common
Specifications. This inspection shall be regarded as final in terms of
quality, quantity and other conditions of the Wafers supplied to PI.
12.3 PI shall notify OKI of the result of the inspection within forty (40)
days after the date of the relevant air way ▇▇▇▇ regarding shipment from
OKI. Should PI fail to so notify within said forty (40) day period, the
shipment lot shall be deemed to have been acceptable by PI.
12.4 If the Wafers failed the incoming inspection described in Section 12.2
above, PI shall notify OKI in writing the reason of such failure with
the result as provided in Section 12.3 above. Both parties shall discuss
to agree upon resolution thereof, including without limitation,
replacement of the Wafers, and any other reasonable means.
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
12.5 OKI shall not be held responsible for the defects and failures which are
attributable to PI, including without limitation, the design, test or
assembly by PI of the Wafers.
Article 13. (Packing)
OKI shall pack the Wafers in accordance with packing standards which shall be
set forth in the Common Specifications.
Article 14. (Price and Charge)
14.1 After all Initial Wafers have been supplied, OKI will provide PI with
all Additional Wafers at the prices set forth in Exhibit C, which shall
be reviewed by OKI and PI, if requested by OKI or PI. Unless the parties
otherwise agree, such review will occur not more often than once every
six month and any changes to such prices will only be made by mutual
agreement.
14.2 In the event of any direct or indirect intervention of the Japanese,
the United States and/or any other relevant Governments, including the
legislative, administrative and judicial branches thereof, which may
legally disallow a price at which Wafers shall be supplied, then OKI
shall not be obligated to abide by such price without any liability to
PI, and OKI and PI shall promptly discuss to agree upon an alternative
permissible price.
Article 15. (Payment)
Payment for the Wafers shall be made by an irrevocable and confirmed letter of
credit payable at sight to be opened by PI at a first class bank acceptable to
OKI. The opening of all letters of credit shall be advised to OKI not later than
thirty (30) days prior to the scheduled shipment of the relevant Wafers.
Article 16. (Warranty)
16.1 OKI warrants that the Wafers sold to PI under this Agreement will be
free from defects in material and workmanship and conform to their
Common Specifications. OKI's sole obligation under this warranty is
limited to replacing, any said Wafers which shall, within three (3)
months after the date of the relevant air way ▇▇▇▇, be found to be
defective and which, at OKI's instruction, are returned to OKI's
manufacturing facility with transportation charges prepaid. This
warranty set forth herein shall not extend to any defects attributable
to PI, including without limitation, a defect of design of or misuse by
PI or its customers. OKI shall keep records for three (3) years of each
processed lot manufactured and summaries of process monitors for one (1)
year for warranty traceability. Notwithstanding anything to the contrary
set forth in this Agreement, if any customer of PI claims any
inconvenience in any products resulting from OKI's diffusion of Wafers
and PI decides to deal with such inconvenience, OKI shall give necessary
support to PI, upon PI's request, up until one year after the expiration
or earlier termination of the Agreement. PI will consult with OKI
regarding any such diffusion problem and provided to OKI information
available to PI regarding such problem.
16.2 EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, THE WAFERS
ARE SUPPLIED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
Article 17. (Finished PI Products)
17.1 At PI's request, OKI may undertake to assemble and/or test for finished
products incorporating the PI Products, if OKI's production and test
capacity will be deemed to be available at the reasonable discretion of
OKI. Detail terms and conditions shall be agreed upon by the parties. In
such case, if PI requests and OKI agrees that OKI manufacture and/or
test any PI Product with a package tooling which is not OKI's standard
tooling, PI shall bear all the costs and expenses relating to
manufacture of the relevant tools and development of the relevant
computer software programs.
17.2 The total number of (i) the Wafers the dies of which are used in the
finished products provided in Section 17.1 above and (ii) the Wafers
supplied by OKI pursuant to this Chapter shall not exceed the number of
Wafers provided in Section 7.1.
CHAPTER 4. GENERAL PROVISIONS
Article 18. (Confidentiality)
18.1 Neither party shall use any Confidential Information or any other
information acquired from the other party in connection with this
Agreement except solely for the purposes of, and as permitted by, this
Agreement. For a period of [*] after receipt of the other party's
Confidential Information, PI and OKI shall use such care as each party
uses to protect its own confidential information not to use or disclose
to any third party, except as otherwise provided herein, any of the
other party's Confidential Information.
18.2 Notwithstanding the other provisions of this Article or of this
Agreement, nothing received by one party to this Agreement shall be
subject to the confidentiality obligation provided in Paragraph 18.1
above which is:
18.2.1 Published or otherwise made available to the public other than by a
breach of this Agreement by the receiving party: or
18.2.2 Rightfully received by the receiving party from a third party not
obligated under this Agreement and without confidentiality limitation:
or
18.2.3 Approved in writing for release by the disclosing party: or
18.2.4 Independently developed by the receiving party: or
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
18.2.5 Known to the receiving party prior to its first receipt of the same from
the disclosing party: or
18.2.6 Hereafter disclosed by the disclosing party to a third party
intentionally without restriction on disclosure.
18.3 If any Confidential Information is disclosed by the receiving party
pursuant to the requirement or request of a governmental or judicial
agency or if the disclosure is required by operation of law, such
disclosure will not constitute a breach of this Agreement, provided that
the receiving party shall promptly notify the disclosing party.
18.4 Information Already Know. If a party receives information that the
disclosing party is treating as Confidential Information and which is
already known to the receiving party, such information shall nonetheless
be Confidential Information for the purposes of this Agreement unless
the receiving party demonstrates by reasonable evidence within a
reasonable time after the information is disclosed that such information
was already known to it before it was disclosed by the disclosing party.
18.5 Disclosure of OKI Improvements. PI may disclose information with respect
to any OKI improvement to the PI Processes to one or more third parties
for the sole purpose of having such third parties provide PI with
design, layout, foundry, assembly and testing services.
Article 19 (Infringement of Third Parties' Intellectual Property Rights)
19.1 PI warrants that the PI Technology licensed to OKI shall be free from
infringement of any third party's rights including, but not limited to,
patents, copyrights or other intellectual property rights of a third
party. PI hereby agrees to indemnify and hold harmless OKI and its
Subsidiary, from and against any and all liabilities, damages, costs and
expenses (including reasonable attorney's fees) incurred by OKI and/or
its Subsidiary as a result of any claim that the Products and/or PI
Technology licensed to OKI violate any third party's rights.
19.2 PI shall have the right to defend, or at its option to settle, any such
claim subject to the aforementioned Paragraph. PI shall not, without
OKI's prior written consent, which will not be unreasonably withheld or
delayed agree to any settlement which imposes any obligation or
liability on OKI and/or its Subsidiary. OKI shall at its own expense, be
entitled to participate in any such defense or settlement to the extent
that such participation does not interfere with PI's sole control
thereof. PI may, at its sole option, be relieved of the foregoing
obligations to indemnify OKI unless OKI notifies PI promptly in writing
of any such claim of which OKI becomes aware and gives PI authority to
proceed in the settlement and/or defense thereof as provided herein.
Upon PI's request, OKI and its Subsidiary shall at their own expense,
furnish reasonable assistance and provide appropriate documentation, if
available, to PI in connection with any claim under this Article 19.
19.3 Indemnity LImitation. PI's total liability under this Article 19 shall
not exceed an amount equal to [*] of all license fees actually
received by PI from OKI pursuant to Section 5.1 above.
19.4 If (a) a bona fide lawsuit is filed against OKI alleging that PI
Products or OKI Products infringe any patent of a third party, (b) such
infringement arises from the PI Technology and not any combination of
the PI Technology with OKI's technology, and (c) the indemnity
limitation set forth in Section 19.3 has been reached, OKI may terminate
its obligation to provide and PI's obligation to purchase Wafers under
this Agreement by giving written notice to PI.
19.5 OKI warrants that the OKI improvements licensed to PI shall be free from
infringement of any third party's rights including, but not limited to,
patents, copyrights or other intellectual property rights of a third
party. OKI hereby agrees to indemnify and hold harmless PI and its
Subsidiary, from and against any and all liabilities, damages, costs and
expenses (including reasonable attorneys' fees) incurred by PI and/or
its Subsidiary as a result of any claim that the Products and/or OKI
improvement licensed to PI violate any third party's rights.
19.6 OKI shall have the right to defend, or at its option to settle, any such
claim subject to the aforementioned Paragraph. OKI shall not, without
PI's prior written consent, which will not be unreasonably withheld or
delayed agree to any settlement which imposes any obligation or
liability on PI and/or its Subsidiary. PI shall at its own expense, be
entitled to participate in any such defense or settlement to the extent
that such participation does not interfere with OKI's sole control
thereof. PI may, at its sole option, be relieved of the foregoing
obligations to indemnify PI unless PI notifies OKI promptly in writing
of any such claim of which PI becomes aware and gives OKI authority to
proceed in the settlement and/or defense thereof as provided herein.
Upon OKI's request, PI and its Subsidiary shall at their own expense,
furnish reasonable assistance and provide appropriate documentation, if
available, to OKI in connection with any claim under this Article 19.
19.7 Indemnity Limitation. OKI's total liability under this Article 19 shall
not exceed an amount equal to [*] of all license fees actually received
by PI from OKI pursuant to Section 5.1 above.
19.8 If (a) a bona fide lawsuit is filed against PI alleging that OKI
Products or PI Products infringe any patent of a third party, (b) such
infringement arises from OKI's technology and not any combination of the
PI Technology with OKI's technology, and (c) the indemnity limitation
set forth in Section 19.7 has been reached, PI may terminate its
obligation to purchase and OKI's obligation to supply Wafers under this
Agreement by giving written notice to OKI.
Article 20. (Term and Termination)
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
20.1 The term of this Agreement shall commence on the Effective Date and
shall continue in full force and effect for a period of five (5) years
from the Effective Date, unless sooner terminated as provided herein.
20.2 Remedies for Qualification Failures.
(a) If Qualification is not accomplished within ninety (90) days after the
date by which Qualification is scheduled to be accomplished according
to the agreement of the parties, and the failure to accomplish
Qualification within such extended period is not caused by a material
default on the part of PI of its obligations to provide Confidential
Information, Technical Cooperation as required under this Agreement,
PI may, upon giving OKI prior written notice, elect the following
remedy for such failure, which shall be effective thirty (30) days
after such notice is given. PI shall not give such notice unless PI
has first consulted with OKI, OKI has had a reasonable opportunity to
cure the default, and the default has not been cured. Such remedy
shall be PI's exclusive remedy for the non-occurrence of
Qualification:
(1) All licenses granted by PI to OKI under this Agreement shall
terminate.
(2) OKI shall return to PI all of PI's Confidential Information delivered
to OKI, and shall destroy all reports and compilations which include
or are based on PI's Confidential Information.
(3) PI shall retain the [*] licensing fee payable by OKI pursuant to Section
5.1 of this Agreement.
(4) This Agreement shall terminate.
(5) All licenses granted by OKI to PI under this Agreement shall
terminate.
(b) If Qualification is not accomplished within ninety (90) days after the
date by which Qualification is scheduled to be accomplished according
to the agreement of the parties, and the failure to accomplish
Qualification within such extended period is caused by a material
default on the part of PI of its obligations to provide Confidential
Information and Technical Cooperation as required under this
Agreement, and is not caused by a materials default on the part of OKI
of its obligations under this Agreement, OKI may, upon giving PI prior
written notice, elect the following remedy for such failure, which
shall be effective thirty (30) days after such notice is given. OKI
shall not give such notice unless OKI has first consulted with PI, PI
has had a reasonable opportunity to cure the default, and the default
has not been cured. Such remedy shall be OKI's exclusive remedy for
the non-occurrence of Qualification:
(1) All licenses granted by OKI to PI under this Agreement shall
terminate.
(2) PI shall return to OKI all of OKI's Confidential Information delivered
to PI, and shall destroy all reports and compilations which include or
are based on OKI's Confidential Information.
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
(3) This Agreement shall terminate.
(4) All licenses granted by PI to OKI under this Agreement shall be
retained by OKI, subject to OKI's payment of royalties as provided in
Section 5.3.
20.3 Except as otherwise expressly provided in this Article 20, in the
event that either party has committed a material breach of this
Agreement, without any material causative fault on the part of the
other party, the other party shall have the right to terminate this
Agreement by giving sixty (60) days' written notice of termination
specifying any alleged material breach, such termination to become
effective at the end of said period unless during said period all
material breaches specified have been remedied or waived.
20.4 Either party shall also have the right to terminate this Agreement
with immediate effect by giving wriiten notice of termination to the
other party at any time upon or after the occurrence of any of the
following events with respect to such other party:
20.4.1 Insolvency, bankruptcy or liquidation or filing of any application
therefor;
20.4.2 Attachment, execution or seizure of substantially all of the assets or
filing of any application therefore;
20.4.3 Assignment or transfer of that portion of the business to which this
Agreement pertains to a trustee for the benefit of creditors;
20.4.4 Disposition of that portion of the business or the material assets to
which this Agreement pertains; or
20.4.5 Termination of its business or dissolution.
20.5 No failure or delay on the part of either party in exercising its
right of termination hereunder for any one or more causes shall be
construed to prejudice its rights of termination for such cause or any
other or subsequent cause.
20.6 In the event of termination of this Agreement pursuant to Section 20.3
or 20.4 above, the party terminating this Agreement may continue to
use the Intellectual Property Rights and Know-How of the other party
for the purpose stated in this Agreement without any obligation to the
other party except for those obligations under this Agreement which
are expressly provided in this Agreement to survive such termination
of this Agreement.
20.7 The termination or expiration of this Agreement shall not release
either party from any liability which at said date of termination has
already accrued to the other party.
20.8 Notwithstanding any termination of this Agreement, the provisions of
Article 5 (Compensation), Article 18 (Confidentiality), Article 19
(Infringement of Third Party's Intellectual Property Rights), Article
20 (Termination), Section 23.5 (Notice), Section 23.9 (Force Majeure),
23.13
(Remedies), 23.14 (Injunctive Relief), 23.15 (Attorneys' Fees), and
Section 25.11 (Arbitration) shall survive this Agreement.
20.9 The remedies provided in this Article are cumulative with each other
and with other remedies available under law.
Article 21. (Announcement)
The parties will agree on the content of a press announcement related to the
relationship contemplated by this Agreement. Neither of the parties shall
unilaterally make any announcement of the formation and existence of this
Agreement without prior written consent of the other party. This provision
shall not affect the rights of the parties to disclose under confidentiality
and use restrictions, such terms of the Agreements as are reasonably necessary
to disclose for purpose of: providing information of the type customarily
requested by customers and prospective customers in the ordinary course of
business, seeking debt or equity financing, bank credit or the like, and, in
the case of the PI, pursuing discussions with other strategic partners. Both
parties shall remain free to disclose the existence of this Agreement, that
OKI is a foundry for the PI's products, and the origin of products produced
under this Agreement.
Article 22. (Export Control)
Unless prior approval is obtained from the competent governmental agency, each
party shall not knowingly export or re-export, directly or indirectly, any PI
Technology, improvements on PI Technology, products using PI Technology or
improvements on PI Technology or Wafers, to any country or countries to which
export or re-export will violate any laws or regulations of either the United
States of America or Japan.
Article 23. (Miscellaneous Provisions)
23.1 Waiver. Should either PI or OKI fail to enforce any provision of this
Agreement or to exercise any right in respect thereto, such failure
shall not be construed as constituting a waiver or a continuing waiver
of its rights to enforce such provision or right or any other
provision or right.
23.2 No Other License. Nothing contained in this Agreement shall be
construed as conferring by implication, estoppel or otherwise upon
either party hereunder any license or other right except the licenses
and rights expressly granted hereunder.
23.3 English Language. This Agreement is in the English language only,
which language shall be controlling in all respects, and all versions
hereof in any other language shall be for accommodation only and shall
not be binding upon the parties.
23.4 No Agency. Nothing contained herein or done in pursuance of this
Agreement shall constitute either party the agent of the other party
for any purpose or in any sense whatsoever.
23.5 Notices. Any notice required or permitted to be given by either party
under this Agreement shall be deemed to have been given at the time it
is delivered in person or sent by registered airmail letter or by
telegram or telex or telefax (provided that in the case of telegram,
telex or telefax, a copy of the notice will promptly be delivered by
registered airmail letter) to the other party at the following
respective addresses or such new addresses as may from time to time be
supplied hereunder.
To: OKI Electric Industry Co., Ltd.
▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇,
▇▇▇▇▇▇▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇
Attention: General Manager, Logic LSI Division
Fax: ▇▇-▇▇▇-▇▇-▇▇▇▇
Telex: 2862681 OKIEDH J
Phone: ▇▇-▇▇▇-▇▇-▇▇▇▇
To: Power Integrations, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.
Attention: President
Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇
Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇
23.6 Invalidity. If any provision of this Agreement, or the application
thereof to any situation or circumstance, shall be invalid or
unenforceable, the remainder of this Agreement or the application of
such provision to situations or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected; and each
remaining provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by applicable law. In the event of
such partial invalidity, the parties shall seek in good faith to agree
on replacing any such legally invalid provisions with provisions which,
in effect, will, from an economic viewpoint, most nearly and fairly
approach the effect of the invalid provision.
23.7 Assignment. This Agreement and any rights or licenses granted herein
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Neither party shall
assign any of its rights or privileges hereunder without the prior
written consent of the other party. Notwithstanding any other provision
of Agreement, PI may without the prior consent of OKI assign all of
its rights under this Agreement to a purchaser of all or substantially
all of PI's stock or assets or to a third party participating in a
merger or other corporate reorganization in which PI is constituent
corporation.
If PI assigns its rights in connection with such a transaction, OKI
may:
(a) cease to provide information regarding OKI's improvements to the PI
Processes immediately upon the occurrence of such assignment.
(b) terminate its obligation to provide and PI's obligation to purchase
wafers under this Agreement by giving written notice to PI, such
termination to be effective one year after such notice is given.
Such cessation to provide information regarding OKI's improvement to
PI and termination of the obligation regarding wafer supply shall not
affect the license granted by PI to OKI hereunder subject to the
royalty payment in accordance with Article 5.3.
23.8 Amendments. This Agreement may not be extended, supplemented or amended
in any manner except by an instrument in writing expressly referring
to this Agreement and duly executed by authorized officers of both
parties.
23.9 Force Majeure. Either party shall be excused for failures and delays
in performance caused by war, declared or not, any laws, proclamations,
ordinances or regulations of the government of any country or of any
political subdivision of any country, or strikes, lockouts, floods,
fires, explosions or such catastrophes as are beyond the control or
without the material fault of such party ("Causes"). Any party
claiming any such excuse for failure or delay in performance due to
such Causes shall give prompt notice thereof to the other party, and
neither party shall be required to perform hereunder during the period
of such excused failure or delay in performance except as otherwise
provided herein. This provision shall not, however, release such party
from using its best efforts to avoid or remove all such Causes and
such party shall continue performance hereunder with the utmost
dispatch whenever such causes are removed. Notwithstanding the
foregoing, in the event any such cause delays either party's
performance of any of its material obligations under this Agreement,
the other party may suspend its performance under this Agreement for
the period such delay continues and if any such cause renders
impossible or delays for a period of more than six months either
party's performance of any of its material obligations under this
Agreement, the parties will hold good faith discussion to find any
other mutually agreeable countermeasures.
23.10 Indemnity. Both parties agree that neither party shall assume any
responsibility or be liable for death or any injury or accident which
may occur to any personnel of the other party or the property of such
personnel during any visits to its facility, or otherwise. Each party
agrees to indemnify the other and to hold such other party harmless
from and against all liabilities, claims and demands on account of
personal injuries (including death), or loss or damage to property,
arising out of or in any manner connected with the visits of its
personnel to such other party's offices or facilities and occasioned
by the negligence of such personnel, and it shall defend at its own
expense any and all actions based thereon and shall pay all charges
of attorneys and all costs and other expenses arising therefrom.
Notwithstanding the foregoing, neither party shall be liable to the
other for incidental or consequential damages arising from any action
or inaction of such party or from any breach of this Agreement.
23.11 Arbitration. All disputes and differences between OKI an PI arising
out of or under this Agreement shall be settled amicably through
negotiations. In case such dispute or difference cannot be settled
amicably through negotiations, it shall be finally settled by
arbitration in San Francisco, California, USA pursuant to Rules of
Arbitration of the International Chamber of Commerce. The arbitration
shall be conducted in the English language. The award rendered by
arbitrator(s) shall be final and binding upon the parties hereto, may
be enforced by any court of competent jurisdiction, and may include,
when appropriate, equitable relief. Notwithstanding the foregoing, the
parties hereto may apply to any court of competent jurisdiction for
injunctive relief without breach of this arbitration provision.
23.12 Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and
supersedes all prior discussions, negotiations and agreements,
written, oral or implied, between them in respect of the subject
matter of this Agreement. Neither of the parties shall be bound by any
conditions, definitions, warranties, understandings or representations
with respect to such subject matter other than as expressly provided
herein.
23.13 Remedies. Upon the breach by either party of any provision of this
Agreement, the non-breaching party shall have the right to pursue all
available remedies at law or in equity it may elect, in order to
obtain the benefits to have been provided pursuant to the Agreements,
or to obtain adequate recourse or compensation in the event the same
are not so provided.
23.14 Injunctive Relief. Unauthorized use or disclosure of Confidential
Information will diminish the value to the parties of the trade
secrets and other intellectual property rights which are the subject
of this Agreement. Therefore, if either party breaches any of its
obligations hereunder, the other party shall be entitled to equitable
relief to protect its intellectual property rights, including but not
limited to injunctive relief, as well as monetary damages.
23.15 Attorneys' Fees. In the event of any action, suit or proceeding,
including arbitration, between the parties hereto, the prevailing
party shall be entitled to recover its costs, including those for
expert witnesses, and reasonable attorneys' fees therein.
23.16 Governing Law. This Agreement and the rights and obligations of the
parties thereunder shall be governed by, and construed in accordance
with, the laws of the United States of California as applied to
agreements entered into and to be performed entirely within California
between California residents. The parties agree that the United
Nations Convention on Contracts for the International Sale of Goods
(1980) is specifically excluded from application to this Agreement.
23.17 Time of Essence. Time is of the essence in the performance of each and
every obligation of the parties under this Agreement.
23.18 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, and all of which together shall constitute
one and the same instrument.
Article 24. (Future Project)
In case the technology transfer is completed to the satisfaction of OKI, the
parties will discuss with each other in good faith feasibility of future
projects, for example possibility of the joint development of new product.
IN WITNESS WHEREOF, the parties have caused this Agreement executed by their
duly authorized representatives.
OKI ELECTRIC INDUSTRY CO., LTD POWER INTEGRATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------ ------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director Title: President and CEO
Date: June 17, 1993 Date: June 17, 1993
---------------------------- ----------------------------
EXHIBIT A
---------
Technical Information
---------------------
(1) Process Flowchart
This document includes a detailed process summary which specifies the
[*] and [*] of the PI p-channel process. [*] and other necessary
information required to install the "PI Process" in Oki's wafer
fabrication facility.
(2) Acceptance Criteria
This document specifies the detailed set of [*] parameters [*]
[*]
(3) [*] Specifications
(4) a. [*]
b. [*]
c. [*]
d. [*]
e. [*]
(5) Wafer Acceptance [*]
(6) Test
(a) [*]
(b) [*]
(c) [*]
(7) Assembly
(a) [*]
(8) QA
(a) [*]
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
(9) [*]
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
EXHIBIT B
Detailed Technical Information
------------------------------
The following information will be included as part of the technology transfer
process between Power Integrations, Inc. and Oki.
Wafer Processing Infromation
[*]
[*] IDENTIFIES REDACTED MATERIAL DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
EXHIBIT C
(SECTION 8.3, 14.1)
PRICE FOR MASK TOOLING & WAFER
Price/Wafer Price/Wafer
Wafer Type From [*] Wafers More than [*] wafers
---------- ---------------- --------------------
P-Channel [*] [*]
N-Channel [*] [*]
Masks
-----
[*] per mask layer
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AMENDMENT NUMBER ONE TO LICENSING
AND WAFER SUPPLY AGREEMENT
This Amendment Number One to Licensing and Wafer Supply Agreement (the
"Amendment") is being entered into as of this 21 day of September, 1995 by and
between OKI Electric Industry Co., Ltd ("OKI"), a Japanese corporation and Power
Integrations, Inc. ("PI"), a California corporation.
WHEREAS, OKI and PI entered into the Licensing and Wafer Supply Agreement
dated as of June 17, 1993 (the "Agreement"); and
WHEREAS, OKI now desires to expand its rights to use PI technology; and
WHEREAS, PI is willing to grant OKI certain rights to its TOPSwitch
technology subject to certain restrictions; and
WHEREAS, OKI and PI desire to modify the terms of their wafer supply
agreement; and
WHEREAS, the parties desire to amend the Agreement to reflect these
understandings;
NOW, THEREFORE, in consideration for the mutual promises, covenants and
agreements of the parties contained herein, the parties hereby agree to amend
the Agreement as follows:
1. Article 1. Article 1 (Definitions) shall be amended and restated to read
---------
in full as follows:
Article 1. (Definitions)
When used throughout this Agreement, each of the following terms shall have
the meaning indicated below:
1.1 "Acceptance Criteria" shall mean the acceptance criteria for the
Wafers to be mutually agreed upon by OKI and PI.
1.2 "Additional Wafers" shall mean all Wafers supplied during the term of
the Agreement after all Initial Wafers have been supplied.
1.3 "Asian Territory" means the [*].
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1.4 "Confidential Information" shall mean the database tapes referred to
in Article 8 below, Process Technical Information, TOPSwitch Technical
Information, Process Know-How, TOPSwitch Know-How or other non-public
information which is designated in writing, by appropriate legend, as
confidential and, if disclosed orally or in any recorded form, its
summary shall be reduced to writing within thirty (30) days after
disclosure and designated by appropriate legend as confidential.
1.5 "Effective Date" shall mean the date when the Agreement is fully
executed by both parties hereto.
1.6 "Existing Circuit Intellectual Property Rights" shall mean (i) all PI
circuit design patents issued on or prior to [*] (the "Existing
Circuit Patents") and (ii) utility models, design rights, copyrights,
mask work rights and trade secrets related to the Existing Circuit
Patents in existence on the date of this Amendment. Existing Circuit
Intellectual Property Rights shall not include any TOPSwitch Related
Intellectual Property.
1.7 "Existing Circuit Related Know How" shall mean any and all technical,
industrial and engineering information, knowledge and experience with
respect to the Existing Circuit Related Intellectual Property Rights
known by PI, as of the date of this Amendment, represented in any
document, method, process, design, design technology, manufacturing
technology, machinery, instrument or other equipment used or owned by
PI, or with respect to which and to the extent to which and subject to
the conditions under which PI has the right to grant licenses of the
scope granted herein without the payment of royalty or other
consideration to third persons except for payment to third persons for
inventions made by said persons while employed by PI. Existing
Circuit Related Know How shall not include any TOPSwitch Related Know
How.
1.7 "Existing Circuit Technical Information" shall mean technical
information in existence on the date of this Amendment regarding PI
Existing Circuit Technology which is used in the design, manufacture,
use, test or operation of PI Products and OKI Products. Existing
Circuit Technical Information shall not include any TOPSwitch
Technical Information.
1.8 "Fab" shall mean OKI's wafer fabrication facility in Miyazaki, Japan.
Any change in facility location will only be with the prior written
consent of PI.
1.9 "Foundry Credit" shall mean [*] worth of Wafers, valuing Wafers
at [*] per 4 inch Wafer deducting any applicable Japanese withholding
tax.
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2
1.10 "Initial Wafers" shall mean 4-inch wafers supplied to PI free of
charge pursuant to Section 5.3 below.
1.11 "Licensed TOPSwitch Improvements" shall mean any of the following
improvements to the TOPSwitch Related Intellectual Property Rights
made by PI during the term of the Agreement: [*].
1.12 "OKI Improvement" shall mean any modification or improvement to the
PI Technology made by OKI during the term of the Agreement.
1.13 "OKI Process Technology" shall mean the [*] of OKI which shall be
capable to produce PI Products under this Agreement.
1.14 "OKI Products" shall mean a family of Power IC products which are
developed and manufactured by OKI using PI Technology.
1.15 "OKI TOPSwitch Products" shall mean any Power IC products which are
developed and manufactured by OKI using TOPSwitch Technology.
1.16 "PI Existing Circuit Technology" shall mean the Existing Circuit
Related Intellectual Property Rights and the Existing Circuit Know
How.
1.17 "PI N-Channel Process" shall mean (a) the specific n-channel power
technology (nominally [*]) of PI and (b) extensions of the foregoing
to higher voltages, that is more fully described in Exhibit A to the
---------
Agreement, and in the documents identified in Exhibit B to the
---------
Agreement. Reference to PI N-Channel Process covers device structures
that fit within (a) and (b) above, but does not include other device
structures.
1.18 "PI P-Channel Process" shall mean (a) the specific p-channel power
technology (nominally [*]) of PI and (b) extensions of the foregoing
to higher voltages, that is more fully described in Exhibit A to the
---------
Agreement, and in the documents identified in Exhibit B to the
---------
Agreement. Reference to PI P-Channel Process covers device structures
that fit within (a) and (b) above, but does not include other device
structures.
1.19 "PI Processes" shall mean the PI N-Channel Process and the PI P-
Channel Process.
1.20 "PI Process Technology" shall mean the Process Related Intellectual
Property Rights and the Process Related Know-How.
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1.21 "PI Products" shall mean Power IC products which are developed by PI
using PI Technology either alone or with OKI Improvements.
1.22 "PI Technology" shall mean the Process Related Intellectual Property
Rights, the TOPSwitch Related Intellectual Property Rights, the
Process Related Know-How, the TOPSwitch Related Know-How of PI, the
Existing Circuit Related Intellectual Property Rights and the Existing
Circuit Related Know How.
1.23 "PI TOPSwitch Products" shall mean Power IC products which are
developed by PI using the TOPSwitch Technology.
1.24 "Process Related Intellectual Property Rights" shall mean all classes
or types of patents, utility models, design rights, copyrights, mask
work rights, trade secrets and applications thereof recognized under
the laws of any country of the world, which claims or is otherwise
directed to an invention relating to semiconductor processing and/or
semiconductor device structure which have been reduced to practice or
have a first effective filing or registration date in any country
prior to the date of expiration or earlier termination of the
Agreement, and which arise out of inventions made by PI, which PI (i)
has as of the date of the Agreement or (ii) acquires during the term
of the Agreement, and under which, and to the extent to which and
subject to the conditions under which PI may have, as of the Effective
Date of the Agreement, or at the date of acquisition by PI of such
rights, or after the Effective Date of the Agreement, the right to
grant licenses of the scope granted herein without the payment of
royalty or other consideration to third persons except for payment to
third persons for inventions made by said persons while employed by
PI.
1.25 "Process Related Know-How" shall mean any and all technical,
industrial and engineering information, knowledge and experience with
respect to the Process Related Intellectual Property Rights known by
PI, as of the date hereof and which PI may acquire or develop during
the term of the Agreement, represented in any document, method,
process, design, design technology, manufacturing technology,
machinery, instrument or other equipment used or owned by PI, or with
respect to which and to the extent to which and subject to the
conditions under which PI has the right to grant licenses of the scope
granted herein without the payment of royalty or other consideration
to third persons except for payment to third persons for inventions
made by said persons while employed by PI.
1.26 "Process Technical Information" shall mean technical information in
existence on or before the date of expiration or termination of this
Agreement regarding PI Process Technology which is used in the design,
manufacture, use, test or operation of PI Products and OKI Products.
4
1.27 "Qualification" shall mean the qualification of the PI Processes at
the Fab as demonstrated by the achievement of milestones agreed to by
the parties.
1.28 "Subsidiary" shall mean any corporation, company or other entity in
which OKI or PI, as the case may be, owns and/or controls, directly or
indirectly, now or hereafter, more than fifty percent (50%) of the
outstanding shares of stock entitled to vote for the election of
directors or their equivalents regardless of the form thereof (other
than any shares of stock whose voting rights are subject to
substantial restriction); provided, however, that any entity which
would be a Subsidiary by reason of the foregoing shall be considered a
Subsidiary only so long as such ownership or control exists.
1.29 "Technical Cooperation" shall mean technical advice, consulting
services and other technical cooperation provided by PI for OKI's
overall development and production of the PI Products and OKI
Products.
1.30 "Technical Information" shall mean the Process Technical Information,
the Existing Circuit Technical Information and the TOPSwitch Technical
Information.
1.31 [*].
1.32 "TOPSwitch Related Know-How" shall mean any and all technical,
industrial and engineering information, knowledge and experience with
respect to the TOPSwitch Related Intellectual Property Rights known by
PI, as of the date of this Amendment (or, as to the Licensed TOPSwitch
Improvements only, which PI may acquire or develop during the term of
the Agreement), represented in any document, method, process, design,
design technology, manufacturing technology, machinery, instrument or
other equipment used or owned by PI, or with respect to which and to
the extent to which and subject to the conditions under which PI has
the right to grant licenses of the scope granted herein without the
payment of royalty or other consideration to third persons except for
payment to third persons for inventions made by said persons while
employed by PI.
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1.33 "TOPSwitch Technical Information" shall mean technical information in
existence on the date of this Amendment (or, as to the Licensed
TOPSwitch Improvements only, which PI may acquire or develop during
the term of the Agreement) which is used in the design, manufacture,
use, test or operation of PI TOPSwitch Products and OKI TOPSwitch
Products.
1.34 "TOPSwitch Technology" shall mean the TOPSwitch Related Intellectual
Property and the TOPSwitch Know-How.
1.35 "Volume Production" shall mean production of Wafers and PI Products
after Qualification.
1.36 "Wafer" shall mean a non-probed silicon wafer which contains chips or
circuits of PI Product which meets the Acceptance Criteria as defined
above.
2. Article 2. Article 2 (Grant of Licenses) is hereby amended and restated to
---------
read in full as follows:
Article 2. (Grant of Licenses)
2.1 License to Process Technology and Existing Circuit Technology.
Subject to the terms and conditions of the Agreement, PI hereby grants
to OKI a non-exclusive, non-transferable, perpetual, and worldwide
license, under (i) PI's Existing Circuit Technology and (ii) PI's
Process Technology relating to the PI P-Channel Process and the PI N-
Channel Process or to products manufactured, or designed or developed
for manufacture, using the PI P-Channel Process or the PI N-Channel
Process, to design, modify, make, use, sell, distribute or develop any
OKI Products, and to make Wafers for, and to sell or otherwise
transfer Wafers to, PI, under the terms and conditions contained in
the Agreement.
2.2 License to TOPSwitch Technology.
(a) Subject to the terms and conditions of the Agreement, PI hereby
grants to OKI a non-exclusive, non-transferable, perpetual, worldwide
license under PI's TOPSwitch Intellectual Property Rights and
TOPSwitch Know-How to design, modify, make, use or develop any OKI
TOPSwitch Products, and to make Wafers for, and to sell or otherwise
transfer Wafers to, PI, under the terms and conditions contained in
this Agreement.
6
(b) Subject to the terms and conditions of the Agreement, PI hereby
grants OKI a non-exclusive, non-transferable, perpetual license to
sell, distribute or otherwise transfer OKI TOPSwitch Products to: (i)
companies established or to be established under the laws of Japan
(other than subsidiaries of companies organized under the laws of a
country other than Japan) (a "Japanese Company") and (ii) subsidiaries
of Japanese Companies located in the Asian Territory. OKI may also
sell, distribute or otherwise transfer OKI TOPSwitch Products to any
Subsidiary of OKI worldwide provided that any such Subsidiary may not
resell, redistribute or otherwise transfer any OKI TOPSwitch Product
other in accordance with the same restrictions on transfer as are
applicable to OKI under this paragraph.
(c) OKI shall not sell, distribute or otherwise transfer any OKI
TOPSwitch Product to any company or other entity which OKI has reason
to believe will resell or distribute the OKI TOPSwitch Products
without incorporation into a larger device unless such transfer is
made pursuant to an agreement that requires OKI's customer to comply
with the same restrictions on transfer as are applicable to OKI under
paragraph (b) above.
(d) OKI shall not sell, distribute or otherwise transfer any OKI
TOPSwitch Products to any international procurement office located in
Japan unless OKI is advised by the customer and reasonably believes
that the final destination of such product is to a Japanese Company in
Japan, a subsidiary of a Japanese Company in Japan or a subsidiary of
a Japanese Company in the Asian Territory.
2.3 Limitations on Lighting Products.
OKI shall not have any right under the Agreement or the licenses
granted herein to design, develop, manufacture, or sell any products
for any application for energizing lights.
2.4 No Private Labeling Rights.
OKI shall not have any right to sell, lease or otherwise dispose of
any products manufactured using any PI Technology for purposes of
resale by any third party as die, wafers or packaged units under any
third party's own brand label or marking.
2.5 The licenses for the PI Technology granted to OKI under Section 2.1
above shall be royalty-free, fully paid-up upon expiration of OKI's
running royalty payment period pursuant to Section 5.4 below.
7
2.6 In addition to the rights under Section 2.1, without any consent of
PI, OKI may sublicense the manufacturing right to Subsidiaries of OKI
so long as the sublicense provides for the protection of PI's
Confidential Information on terms not less protective of PI's rights
than those set forth in the Agreement. Any such sublicense may be
made effective retroactively, but not prior to the Effective Date of
the Agreement, nor prior to the sublicensee's becoming a Subsidiary of
OKI.
2.7 In addition to the rights under Section 2.1, without any consent of
PI, OKI may have any third party assemble and test the OKI Products.
2.8 License to OKI Improvements.
OKI hereby grants to PI a non-exclusive, perpetual, royalty-free, non-
transferable, worldwide right and license to use OKI Improvements to
design, make and have made PI Products, and to use, sell, lease or
otherwise dispose of PI Products worldwide. OKI shall promptly
disclose to PI any OKI Improvements made or developed during the term
of the Agreement. Without any consent of OKI, PI may sublicense the
manufacturing rights to Subsidiaries of PI so long as the sublicense
provides for the protection of OKI's Confidential Information on terms
not less protective of OKI's rights than those set forth in the
Agreement. Any such sublicense may be made effective retroactively,
but not prior to the Effective Date of the Agreement, nor prior to the
sublicensee's becoming a Subsidiary of PI. Any foundry agreement PI
enters into in order to exercise its have made rights under the
Agreement must contain provisions for the protection of the OKI's
Improvements which are not less protective of OKI's rights than the
corresponding provisions of the Agreement.
2.9 Functionally Equivalent Products.
Neither party will have any rights under the license granted in this
Agreement to design, make, have made, or use, sell or otherwise
dispose of pin-for-pin replacements or products already introduced by
the other party; provided, however, that the provisions of this
Section 2.9 shall not apply to OKI TOPSwitch Products.
3. Section 3.1. The following paragraph shall be added to Section 3.1 of
-----------
Article 3 (Technology Transfer) as the second paragraph.
Unless otherwise agreed in writing, within fourteen (14) days after
the execution of this Amendment, PI shall transfer to OKI all
TOPSwitch Technical Information. The TOPSwitch Technical Information
to be transferred is more fully described on Exhibit 3.1 attached to
this Amendment.
8
4. Section 5.3. The first paragraph of Section 5.3 shall be amended and
-----------
restated to read in full as follows:
5.3 Also, in addition to the initial license fee, OKI will pay PI (i) a
running royalty for the license and transfer of the PI Process
Technology, at [*] of OKI's Net Selling Price (as defined in paragraph
5.4) of each unit of OKI Product (other than OKI TOPSwitch Product)
used, leased, sold, distributed or otherwise transferred by OKI for a
period of, and in no event longer than, [*] from the date OKI first
ships full production quantities of OKI Product to customers and (ii)
a running royalty for the license and transfer of the PI TOPSwitch
Technology, at [*] of OKI's Net Selling Price (as defined in paragraph
5.4) of each unit of OKI TOPSwitch Product used, leased, sold,
distributed or otherwise transferred by OKI for a period of, and in no
event longer than, [*] from the date OKI first ships full production
quantities of OKI TOPSwitch Product to customers.
5. Article 6. Article 6 (Improvements) shall be amended and restated to read
---------
in full as follows:
Article 6. (Improvements).
PI shall promptly disclose to OKI any Licensed TOPSwitch Improvements and
any improvements to the PI Process Technology made or developed after the
Effective Date of and during the term of the Agreement and thereupon PI
shall be deemed to have granted OKI a license to use such improvements on
the same terms as set forth in Section 2.1 with respect to improvements to
PI Process Technology and as set forth in Section 2.2 with respect to
Licensed TOPSwitch Improvements.
6. Article 7. Article 7 (Sale and Purchase of Wafers) shall be amended and
---------
restated to read in full as follows:
Article 7. (Sale and Purchase of Wafers)
7.1 OKI hereby agrees to sell to PI the Wafers and PI shall purchase the
Wafers pursuant to the terms and conditions of the Agreement.
Reserved Capacity.
OKI shall make available to PI, from the production capacity of the
Fab not less than the quantities of Wafers set forth on Exhibit 7.1
for delivery to PI and PI shall purchase from OKI not less than [*] of
such quantities in 1996, not less than [*] of such quantities in 1997
and not less than [*] of such quantities in 1998.
7.2 The production and sale of the Wafers to PI may be made by any
Subsidiary of OKI.
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9
7.3 PI may sell the PI Products other than PI TOPSwitch Products in the
form of finished products or dies, but shall not resell any of them in
the form of a wafer except to manufacturers of hybrid circuits. PI may
sell the PI TOPSwitch Products in the form of finished products, dies
or wafers.
7. Section 8.3. The following sentence shall be added as the last sentence in
-----------
Section 8.3: If the masks are used by OKI to produce Wafers other than for sale
to PI, then the costs of the masks will be shared equally between OKI and PI.
8. Section 9.2. Section 9.2 shall be amended by the addition of the following
-----------
language:
Upon receiving PI's monthly purchase order, OKI will provide a written
acknowledgement of the purchase order acceptance (not later than three (3)
business days after receipt of the purchase order if such order does not
exceed PI's forecast). OKI will inform PI of the scheduled Wafer starting,
completion and delivery dates within a reasonable period after accepting
the purchase order (not later than five (5) business days if such order
does not exceed PI's forecast). OKI will provide a weekly status report on
the Wafers in progress and the anticipated delivery date.
9. Section 14.1 Section 14.1 shall be amended and restated to read in full as
------------
follows:
14.1 From and after the date of this Amendment OKI will provide PI with
all Wafers at the following prices, subject to adjustment as provided
below:
P-Channel N-Channel
--------- ---------
Up to [*] units [*] [*]
[*] units and above [*] [*]
PI and OKI agree that this pricing is based upon [*] per U.S. Dollar.
In the event of any currency fluctuation during the term of the
Agreement resulting in an exchange rate of less than [*] per U.S.
Dollar or more than [*] per U.S. Dollar, the prices set forth above
shall be adjusted such that OKI and PI each bear [*] of the impact of
the currency fluctuation. For example, in the event that the exchange
rate is [*] per dollar, the price for up to [*] units of P-Channel
Wafers would be [*]. The exchange rate shall be determined monthly as
of the date PI initiates the letter of credit for product shipment
from OKI to PI. The prices in this Section 14.1 shall be reviewed by
OKI and PI, if requested by either OKI or PI. Unless the parties
otherwise agree, such review will occur not more often than once every
six months and any changes to such prices will be made by mutual
agreement.
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10. Article 21. Article 21 (Announcement) shall be amended by the addition of
----------
the following sentence: Notwithstanding anything to the contrary in this
Article 21, PI shall have the right to make whatever disclosure of or regarding
this Agreement and its contents as is required by the Securities and Exchange
Commission in connection with a public offering of PI's securities.
11. Exhibit C. Exhibit C shall be amended to decrease the price per mask layer
---------
from [*] to [*].
12. All provisions of the Agreement not specifically amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to
be executed by their duly authorized representatives.
OKI ELECTRIC INDUSTRY CO., LTD. POWER INTEGRATIONS, INC.
By: _____________________________ By: _________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
Title: __________________________
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EXHIBIT 3.1
TOPSwitch Technical Information
(1) Process Flowchart
This document includes a detailed process summary which specifies
the [*] and [*], and other necessary information required to install
to N-Channel process related to TOPSwitch in OKI's wafer fabrication
facility.
(2) Acceptance Criteria
This document specifies the detailed set of [*]
parameters [*].
(3) [*] Specifications.
(4) Design
a. [*]
b. [*]
C. [*]
(5) Wafer Acceptance [*]
(6) Test
a. [*]
b. [*]
C. [*]
(7) Assembly
a. [*]
(8) QA
a. [*]
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Sheet 1
EXHIBIT 7.1
OKI WAFER FOUNDRY FORECAST
MONTHLY REQUIREMENTS IN '000 WAFERS
------------------------------------------------------------------------------------------
-------------------------------------------------------
1995 1995 1995 1995 1995 1995 1995
-------------------------------------------------------
------------------- -------------------------------------------------------
JULY AUG SEPT OCTOB NOV DEC
P-CHANNEL [*] [*] [*] [*] [*] [*]
N-CHANNEL
Total 4" WAFERS [*] [*] [*] [*] [*] [*]
------------------- -------------------------------------------------------
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
1996 1996 1996 1996 1996 1996 1996 1996 1996 1996 1996 1996 1996
-----------------------------------------------------------------------------------------------------
------------------- -----------------------------------------------------------------------------------------------------
JAN FEBR MARCH APRIL MAY JUNE JULY AUG SEPT OCTOB NOV DEC
P-CHANNEL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
N-CHANNEL [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Total 4" WAFERS [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
------------------- -----------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
-------------------------------- -------------------
1997 1998 1997 1997 1997 1997 1998 1998
-------------------------------- -------------------
-------------------- -------------------------------- -------------------
Q1 Q2 Q3 Q4 Q1 Q2
P-CHANNEL [*] [*] [*] [*] [*] [*]
N-CHANNEL [*] [*] [*] [*] [*] [*]
Total 4" WAFERS [*] [*] [*] [*] [*] [*]
-------------------- -------------------------------- -------------------
------------------------------------------------------------------------------------------
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