EXHIBIT 10.11
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. THE LOCATIONS OF THE OMITTED MATERIALS ARE INDICATED BY THE
FOLLOWING NOTATION: [***].
TECHNOLOGY DEVELOPMENT AGREEMENT
11/6/01
BETWEEN
POLARFAB AND ALLEGRO MICROSYSTEMS, INC.
WHEREAS, the two parties have entered into a so called Foundry Agreement on
May 25th, 2001; and
WHEREAS, the parties desire to enter into a Technology Development
Agreement; and
WHEREAS, the parties desire to first agree to be bound by the principal
terms of a Technology Development Agreement, and subsequently agree to a more
detailed Technology Development Agreement;
NOW THEREFORE, the parties hereby agree to be bound by the following
principal terms of a Technology Development Agreement. It is expected that the
more detailed Technology Development Agreement will be agreed to within two
weeks of the signing of this principal terms agreement.
PolarFab will help Allegro develop Allegro's new technology described
below, and using that new technology PolarFab will manufacture wafers for
Allegro.
The new technology to be developed will be so called ABCD4. The term ABCD4
will include derivative technologies (including, but not limited to, DABIC6 and
[***] Volt ABCD4). ABCD4 is essentially a shrink of Allegro's ABCD3 technology
and is targeted at a minimum feature size of [***] microns.
1. EXPECTED WAFER VOLUME PER WEEK OF ABCD4
During the production phase (i.e., after qualification):
Year 1: Up to Approximately [***] Wafers Per Week
Year 2: Up to Approximately [***] Wafers Per Week
Year 3: Up to Approximately [***] Wafers Per Week
Allegro will provide PolarFab with a 12-month rolling forecast of
requirements. PolarFab will guarantee manufacturing capacity to Allegro based on
Allegro's Expected Wafer Volume Per Week as stated above, [***]. However,
PolarFab will not be obligated to increase its production for Allegro by more
than [***] wafers per week in a time period shorter than [***], and
PolarFab will not be
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obligated to increase its production for Allegro by [***] wafers per week in a
time period of less than [***], and PolarFab will have a time period of
no less than [***] to increase its production for Allegro by more than
[***] wafers per week to [***] wafers per week.
Allegro's minimum volume commitment is an average of [***] wafers per week,
calculated in calendar quarters, in year 2 and in year 3. In the event that
Allegro does not purchase [***] wafers in any calendar quarter in years 2 and 3,
Allegro will pay to PolarFab [***]% of the sale price of each wafer not
purchased below [***]. However, payments for wafers not purchased will not
exceed $[***] in any calendar year.
2. POLARFAB'S AFFIRMATIVE OBLIGATION AND CAPACITY ALLOCATION
PolarFab recognizes that by this Agreement PolarFab will become a critical
supplier to Allegro, and therefore PolarFab agrees that it will allocate
sufficient technical human resources and capacity and give Allegro's needs
sufficient priority in order to meet PolarFab's commitment to Allegro hereunder.
Allegro also recognizes the critical nature of this Agreement and agrees to
allocate sufficient technical human resources so that it will not impede
successful completion of the objectives of this Agreement.
Allegro's 12 month rolling forecast of requirements will include wafer
outs, updated every eight weeks. Allegro will forecast total wafer volume
(ABC3/ABCD3/ABCD4), and Allegro can use the capacity allocation under this
Technology Development Agreement and the Foundry Agreement interchangeably, e.g.
if Allegro's ABCD4 volume needs increase beyond forecasted levels in the 12
month rolling forecast, PolarFab is obligated to meet those higher volume needs
in the event that Allegro provides a corresponding reduction for its need for
ABCD3 products.
3. PRICING/RESTRICTIONS ON USE
Pricing for all foundry wafers being processed by PolarFab under this
Technology Development Agreement will be as defined in the Foundry Agreement and
will be in effect for [***]. Price breaks will be calculated by combining all
wafer types (ABC3/ABCD3/ABCD4) being shipped in any given week.
In the event that any lower price is charged by PolarFab to any third party
for wafers using ABCD3 technology, Allegro for the next two years will receive
that lower price provided to such third party for wafers using ABCD3 and ABCD4
technology and all orders for ABCD3 and/or ABCD4 products for Allegro not yet
delivered will be reduced to that lower price.
PolarFab's right to use Allegro's ABCD3 technology will be subject to the
following limitations:
A. Except as provided in paragraphs 3B and 3C, PolarFab may use any portion
of Allegro's ABCD3 technology in the manufacturing of any product for any
customer upon (but not before) the occurrence of the following two events:
i.) the expiration of [***] after PolarFab has shipped [***] qualified
ABCD3 wafers to Allegro, and ii.) ABCD4 technology is qualified at
PolarFab. Since PolarFab's total back-end process is not part of Allegro's
ABCD3 technology, PolarFab is free to use its own back-end process any
time.
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B. At no time will PolarFab, irrespective of the technology used, sell
products into Hall Effect applications.
C. After the selling restrictions set forth in paragraph 3A are no longer
applicable, PolarFab is prohibited from selling, directly or indirectly,
any products using any part of Allegro's technology to the competitors of
Allegro as set forth on "Exhibit A" attached.
D. In the event PolarFab is purchased by one of the Allegro's competitors,
as set forth on "Exhibit A" attached, these selling restrictions will
continue to apply regarding inter-company transactions between PolarFab and
that purchaser.
E. The selling restrictions contained in the immediately preceding three
paragraphs will remain in effect for [***] after the termination of this
Agreement.
F. All selling restrictions on PolarFab contained in this paragraph 3 will
continue irrespective of whether any Allegro technology transferred
hereunder is modified, including but not limited to modifications to wafer
size or geometry.
G. The parties agree that Allegro will have access to injunctive relief in
the event that any of these selling restrictions are breached.
The royalty to be paid by PolarFab to Allegro for each wafer sold to third
parties using Allegro's ABCD3 technology is [***]% of PolarFab's selling price
to its customers, to be paid monthly.
4. DELIVERABLES
In order to help PolarFab market the ABCD3 process, Allegro will deliver
the following to PolarFab:
a.) [***].
b.) [***].
c.) [***].
d.) [***].
e.) [***].
5. EXCLUSIVITY
PolarFab will use ABCD4 only to manufacture wafers for Allegro, and not for
anyone else. Any purchaser of a portion or all of PolarFab will have the same
restriction on the use of ABCD4. In addition, PolarFab is restricted from
disclosing, selling or transferring ABCD3 or ABCD4 technology to any third
party.
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6. LIST OF COMPONENTS INCLUDED IN TECHNOLOGY
Set forth on "Exhibit B" attached.
7. CONTRIBUTION OF EACH PARTY TO TECHNOLOGY DEVELOPMENT
As part of the development, PolarFab will supply to Allegro complete
documentation of each ABCD4 unit process step as implemented at PolarFab and
will provide engineering assistance to Allegro as reasonably required to put the
technology into Allegro's fabrication facility. The technologies (ABCD4 and its
derivatives) will be specified, and the process architecture and components
defined, by Allegro and fabricated and qualified initially at PolarFab and all
this information will be provided to Allegro as implemented by PolarFab. Once
qualified, PolarFab will act as a foundry for these technologies using its own
internal fabrication facility and Allegro reserves the right to transfer these
technologies to its own internal fabrication facility and reserves the right to
transfer these technologies to a third party facility, provided that such
alternate third party can only use these technologies to manufacture for
Allegro. ABCD4 and its derivatives, including process architecture, component
architecture, simulation and characterization files are not to be used by
PolarFab except in manufacturing for Allegro.
[***]
8. GOOD FAITH MILESTONE CHART FOR ABCD4 AND ITS DERIVATIVES
Set forth on "Exhibit C" attached is a Good Faith Milestone Chart for the
development of ABCD4 and its derivatives.
The initial three months of this schedule are primarily driven by items
that require Allegro to produce work product for PolarFab to review. Allegro
will be requesting PolarFab's involvement in periodic reviews over that
timeframe to insure that the technology definition and evolution is consistent
with PolarFab's expectations in terms of manufacturing capability. It is agreed
by both parties that activities associated with ABCD3 qualifications take
priority if resource conflicts arise.
9. DEVELOPMENT LOT PRICING (Includes NRE)
Based on a 10 Piece Wafer Lot (Starts):
First [***] Lots: $[***] Per Lot
Next [***] Lots: $[***] Per Lot
Over [***] Lots: $[***] Per Lot
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In addition to lot pricing, Allegro will be responsible for short loop
costs at $[***] per layer.
10. POLARFAB'S VIABILITY
PolarFab and Allegro will agree to have some reasonable sort of last time
buy wording.
Allegro would be able to speak and negotiate with PolarFab's equipment
lessor (if equipment is leased) or PolarFab's bank (if equipment is on loan).
Allegro would attempt to negotiate a deal that in the event PolarFab went into
bankruptcy, Allegro would have an option to purchase the equipment at a
prenegotiated price. PolarFab should consider this as a positive option. In the
event PolarFab were to go bankrupt, rather than the equipment leasing company
taking the equipment to auction, Allegro would have the option to buy the
equipment and, if appropriate, leave it in PolarFab's facility for production
for Allegro. The equipment lessor may consider this attractive, in that Allegro
might in effect guarantee the equipment lease. PolarFab supports Allegro having
such arrangements with the equipment lessor and/or bank, and PolarFab will urge
the equipment lessors/banks to enter into such arrangements with Allegro.
In the event that Allegro is not successful negotiating this option with
the equipment lessors or banks, PolarFab agrees to have wording in the contract
that PolarFab will not give anyone else the right to purchase the equipment
(including rights by Agere to purchase beyond Agere's current rights).
POLARFAB ALLEGRO MICROSYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Title: VP Sales & Marketing, Title: Purchasing Manager
PolarFab ---------------------------------
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Date: 11/9/01 Date: 11/8/01
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EXHIBIT A
[***]
EXHIBIT B
List of Components Included in Technology
[***]
[***]
[***]
[***]
10/10/01
EXHIBIT C
[***]