EXHIBIT 10.15 AGREEMENT FOR THE MANUFACTURE AND SALE OF ASIC PRODUCTS

EXHIBIT 10.15

AGREEMENT FOR THE MANUFACTURE AND SALE OF ASIC PRODUCTS

between

LUCENT TECHNOLOGIES INC.
MICROELECTRONICS
("SELLER")

and

GlobeSpan Semiconductor Inc.
("BUYER")

1. AGREEMENT This Agreement, effective as of March 23, 1999 ("Effective Date"),
applies to one or more products (hereinafter "Device") that are identified in
Seller's Quotation attached hereto and in any additional quotation that
references this Agreement, (hereinafter "Quotation"). As used herein,
"Agreement" refers to these terms and conditions and any Quotation. This
Agreement supersedes all prior oral or written understandings between the
parties, and constitutes the entire agreement between the parties, with respect
to all transactions relating to the subject matter of the Quotation. In the
event of a conflict between the applicable Quotation and these terms and
conditions, these terms and conditions prevail. Additional or differing terms
appearing on any purchase order or other procurement document do not apply. This
Agreement may not be modified or amended except by a writing signed by both
parties.

2. CHANGE OF QUOTATION Quoted prices, fees and charges are valid only for the
parameters or other particulars relating to the Device as stated in the
Quotation. If any changes in such parameters or particulars become necessary,
including but not limited to revision or redefinition of the specification or
variations in quantities, functional description, package type, or testing
requirements, Seller may revise such prices by amendment to the Quotation. Other
quoted fees and charges are valid only for the respective particulars stated in
the Quotation. Seller may also amend the Quotation with respect to any of such
quoted fees and charges to make adjustments for changes in Buyer's requirements.
Any such amendments to the Quotation shall reference the Quotation and shall be
further identified by their respective dates and shall be signed by both
parties.

3. PROTOTYPE APPROVAL Within ninety (90) days after receipt of prototypes for
any Device covered by this Agreement, Buyer may return any claimed
non-conforming prototypes to Seller with a written rejection statement
specifying the alleged failure or failures of the prototypes to meet the
acceptance criteria as

provided in the Quotation or mutually agreed modifications thereof (the
"Acceptance Criteria"). If Buyer does not return the prototypes with a written
rejection statement within such ninety (90) day period, then the design and
prototypes shall be deemed to have been approved by Buyer and development work
shall be deemed to have been completed by Seller.

If any prototype does not meet the Acceptance Criteria and is rejected by Buyer,
Seller shall use commercially reasonable efforts to replace it with one, which
does comply with the Acceptance Criteria. Seller shall not, however, be
obligated to replace any non-complying prototypes of which it has not been
notified within ninety (90) days of shipment of same to Buyer. If Seller, within
ninety (90) days after receipt of Buyer's timely written rejection report, is
unable to supply Buyer with conforming prototypes, then either party may by
written notice to the other terminate this Agreement as to such Device, and if
so terminated, unless otherwise provided in the Quotation, all monies paid by
Buyer to Seller with respect to such Device will be refunded in full within
thirty (30) days. Such refund of monies shall be Buyer's sole and exclusive
remedy and Seller's entire liability with respect to non-conforming prototypes.

In the event that delivered prototypes comply with the Acceptance Criteria, but
do not function in Buyer's application (e.g., logic design error, change in
required function, etc.) Buyer shall pay all charges incurred for the
development of the Device and then Buyer and Seller may negotiate a mutually
agreeable redesign schedule and price.

4. FORECASTS

BUYER shall provide SELLER with a requirements forecast and shall update it on a
quarterly basis (the "Forecast"). The Forecast shall be a rolling monthly
forecast covering a period of six (6) months following the Effective Date of the
Forecast. BUYER shall submit the Forecast so that SELLER receives it at least
one (1) week prior to the Effective Date of the Forecast. BUYER shall submit its
forecast to SELLER within thirty (30) days of the Effective Date.

5. ORDERS No order for production quantities of the Device shall be placed by
Buyer or accepted by Seller unless and until Buyer has approved the prototypes
for the Device, paid all fees due under the Quotation and made any other
payments due to Seller under any order based on this Agreement. All orders for
the design of the Device, for changes, for technical assistance, for production
quantities of the Device or for any other service by Seller relating to this
Agreement shall be in writing, shall reference the Quotation by its number and
date and any current amendments thereto by their respective dates, and shall be
signed by Buyer. Seller shall acknowledge all accepted orders in writing, or
shall notify Buyer if, for any

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reason, an order cannot be accepted by Seller. The lead-time, as defined by the
time between the date of order placement and shipment date, shall be specified
in the quotation submitted by Seller. Both parties shall comply with the
"Shipment Packaging Requirements" and "Minimum Order & Packaging Specifications"
as defined in Attachments A and B.

6. RESCHEDULING OF ORDERS Buyer may reschedule an order pursuant to the
following schedule:

Days.....Time between date of reschedule request and current factory promise
date. Lead-time.....Time between date of order placement and device shipment
date.

DAYS RESCHEDULE
---- -----------

o Within 30 days No rescheduling
(0-30)

o Beyond 30 days One time reschedule by up to 90
(31-leadtime) days permissible with no further
reschedule or cancellation.

o Beyond leadtime Reschedules and cancellations
without limits.

PULL-IN WITHIN AGREED DELIVERY DATE

o Buyer request date ("BRD") may be pulled in as desired by Buyer. o
o Seller will make reasonable efforts to meet the new BRD.
o If improvement of the acknowledged date is possible, a new
acknowledged date will be issued.
o If improvement cannot be made, the current acknowledged date would be
retained; in all cases, the requested pull-in date will be
maintained with the order history in the event an improvement can be
made at a later date.

7. DIE BANK INVENTORY

Buyer has the right to request the establishment of a Die Bank Inventory (DBI)
for any device. Seller has the obligation to create a DBI within [+] after
Buyer's request for quantities equal to [+] percent of the rolling quarterly
backlog, or [+] devices, whichever is greater, as measured at the beginning of
every month. The lead-time for finished devices from the DBI is four

[+] Confidential treatment has been requested for certain portions which have
been blacked out in the copy of the exhibit filed with the Securities and
Exchange Commission. The omitted information has been filed separately with
the Securities and Exchange Commission pursuant to the application for
confidential treatment.

(4) weeks. Seller shall automatically replenish the DBI within a maximum of nine
(9) weeks unless Buyer instructs Seller otherwise in writing. If the DBI for a
specific device does not change over a period of 90 days, Buyer will pay a
carrying charge of [+] per quarter. Seller requires a six- (6) month notice for
a device to be removed from the DBI. Should this agreement be terminated or
expire, Buyer is obligated to purchase the remaining DBI over the next six (6)
months.

8. CANCELLATION OF ORDERS Subject to BUYER's rights to reschedule orders
pursuant to Section 6, should Buyer cancel any order which has been acknowledged
and a shipping date assigned, either in whole or in part, such cancellation
shall be upon terms and conditions that will compensate Seller for any loss or
damage resulting from such cancellation. No cancellation will be permitted if a
reschedule has been previously negotiated at the Buyer's request.

Compensation by the Buyer for production quantities of the Device shall be
according to the following schedule:

Days.....Time between date of cancellation and current factory promise date.

Liability.....Liability is the percentage of aggregate purchase price of the
canceled portion of the order.

DAYS PERCENT OF LIABILITY
---- --------------------
0 to leadtime 100
Greater than leadtime 0

9. WARRANTY Seller warrants the Device as a production item ("Item"), but not
related services or prototypes of any such Items, to be free from defects in
material and workmanship and to be in conformance with the written specification
contained in the Quotation and amendments thereto, if any, and referenced in an
order accepted by Seller. If any defect in material or workmanship or failure to
conform to such specification ("Defect") is suspected in any such Items, Buyer,
after obtaining a Returned Material Authorization Number from Seller, shall ship
suspected defective samples of the Items to Seller, following Seller's
instructions regarding the return. No product will be accepted for repair,
replacement, credit or refund without the written authorization of and in
accordance with Seller's instructions. Seller shall analyze the failures, making
use, when appropriate, of technical information provided by Buyer relating to
the circumstances surrounding

the failures. Seller will verify whether any Defect appears in the Items. If
Seller determines that the returned products are not defective, Buyer shall pay
Seller all costs of handling, inspection, repairs and transportation at Seller's
then prevailing rates. Seller shall, at the Seller's option either credit or
refund without charge at Seller's manufacturing or repair facility the purchase
price, repair or replace the defective product with the same or equivalent
product provided: (i) Buyer notifies Seller in writing of the claimed Defect
within thirty (30) days after Buyer knows or reasonably should know of the
claimed Defect and (ii) Seller's examination of the Items discloses that the
claimed Defect actually exists. In the event of a replacement, Seller shall ship
the replacing Items FOB BUYER's dock. Any replaced Item shall become Seller's
property. The method of disposition of any replaced Items will be as mutually
agreed by both parties in writing. In no event shall Seller be responsible for
deinstallation or reinstallation of any Item or for the expenses thereof.
Repairs and replacements covered by the above warranty are warranted to be free
from defects as set forth above. Inspection and acceptance of Items by Buyer
and/or payment therefor shall not relieve Seller of responsibilities
hereunder.The above warranty does not apply to, and Seller makes no warranties
with respect to products that: are software programs, experimental products or
prototypes (all of which are provided "AS IS") or to Items which have been
subjected to misuse, neglect, accident or abuse or operating or environmental
conditions that deviate from the parameters established in applicable
specifications; or have been improperly installed, stored, maintained, repaired
or altered by anyone other than Seller; or have had their serial numbers or
month and year of manufacture or shipment removed, defected or altered. This
warranty does not extend to any system into which a Device is incorporated. No
other warranty, including warranties of merchantability or fitness for a
particular purpose is given with respect to any product or any service provided
by Seller under this Agreement or any Quotation. This warranty applies to Buyer
and may not be assigned or extended by Buyer to any of its customers or other
users of the Items, however a resale will not void the warranty hereunder from
Seller to Buyer. Seller will not directly accept returns delivery from Buyer's
customers or users of Buyer's products but will accept returns from Buyer's
customers if such returns are routed through Buyer.

EXCEPT AS STATED IN THE SECTION ENTITLED WARRANTY, SELLER, ITS SUBSIDIARIES AND
AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. BUYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S
OBLIGATION TO REPAIR OR REPLACE OR CREDIT OR REFUND AS SET FORTH ABOVE.

10. PROPRIETARY RIGHTS IN TECHNICAL INFORMATION Unless otherwise agreed in
writing, Buyer-supplied design information relating to the Device, as
incorporated in circuit design information, test vectors, test tapes, special

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requirements specifications, and/or netlists, shall remain the property of
Buyer. Seller shall use such information and results exclusively for the design,
manufacture and sale of the Device to Buyer and in providing related production
services specific to the Devices. Seller retains all rights in Seller's
processing information, mask works, mask sets, macro cells, and the like used in
design, production or in filling orders placed by Buyer hereunder. Buyer has no
rights in or to such processing information, mask works, mask sets, macro cells,
and the like. However, Seller agrees that any mask works or mask sets created by
or on behalf of Seller and which are specific to the Devices shall only be used
by Seller in the performance of its services for Buyer under this Agreement, and
not for any other purpose. In the event Seller notices to terminate the
manufacture of a device, Seller shall use reasonable efforts to assist Buyer in
establishing an alternate supplier as a source for the terminated device(s).

11. INTELLECTUAL PROPERTY INDEMNITY

Seller will: (i) defend or settle, at its option and expense, any claim
against Buyer alleging that any Device furnished under this Agreement
directly infringes any patent, copyright or trademark; (ii) reimburse Buyer
for any costs incurred at Seller's written request relating to such claim;
and (iii) pay damages and costs assessed by final judgment against Buyer
and attributable to such claim. In addition, Seller will have the right, at
any time and at its option and expense to procure for Buyer the right to
continue using such Device. Seller's obligations hereunder are conditioned
upon: (i) Buyer giving Seller written notice within thirty (30) days of
Buyer's receipt of any such claim; (ii) Seller having complete control of
the defense and settlement thereof; (iii) Buyer cooperating fully with
Seller to facilitate the defense or settlement of such claim; and (iv)
Buyer's full compliance with ITS MATERIAL OBLIGATIONS UNDER this section of
the Agreement.

Notwithstanding the foregoing, Seller shall have no obligation to defend or
settle any claim: (i) SOLELY arising from Seller's compliance with Buyer's
specifications, designs or instructions; or (ii) SOLELY relating to any Device
furnished hereunder in combination with item(s) furnished or specified by
parties other than Seller, even if such combination results from the Device's
necessary or inherent use or the use for which the Device is purchased.

Buyer will defend or settle at its option and expense, any claim against Seller
alleging that any Device furnished under this Agreement directly infringes any
patent, copyright or trademark where such infringement: (i) arises SOLELY from
Seller's compliance with Buyer's specifications, designs or instructions; or
(ii) is SOLELY related to any Device furnished hereunder in combination with
item(s) (whether or not such item(s) were furnished or specified by Seller),
even if such combination results from the Device's necessary or inherent use or
the use for which the Device is purchased. Buyer shall reimburse Seller for any
costs incurred at Buyer's written request relating to such claim and pay damages
and costs assessed by final judgment against Seller and attributable to such
claims. In addition, Buyer shall have the right, at any time and at its option
and expense to: (i) procure for Seller the right to continue to manufacture and
sell such Device; or (ii) modify Buyer's specification in manner to render the
Device free of the infringement. Buyer's obligations hereunder are conditioned
upon: (i) Seller giving Buyer written notice within thirty (30) days of Seller's
receipt of such claim; (ii) Buyer having complete control of the defense and
settlement thereof; (iii) Seller cooperating fully with Buyer to facilitate the
defense or settlement of such claim; and (iv) Seller's full compliance with ITS
MATERIAL OBLIGATIONS UNDER this section of the Agreement.

SHOULD ANY CLAIM OR CLAIMS UNDER THE ABOVE PARAGRAPHS

CAUSE THE INDEMNIFICATION OBLIGATIONS OF BOTH PARTIES TO COME INTO
OPERATION THE PARTIES SHALL EQUITABLY ALLOCATE THE DEFENSE AND INDEMNITY
OBLIGATIONS BETWEEN THEMSELVES.

The sale of any Device by Seller shall not in any way confer upon Buyer, or
upon anyone claiming under Buyer, any license (expressly, by implication,
by estoppel or otherwise) under any patent claim of Seller or others
covering or relating to any process or method of making such Device.
Notwithstanding the foregoing if Seller now or hereafter has, pursuant to
its license agreements with third parties, the right to immunize or
sublicense the intellectual property covered by such third party agreements
in connection with Seller's sale of products of the same nature as the
Devices, Buyer and its customer(s) shall, pursuant to this Agreement, with
respect to the Devices, be immunized or sublicensed. The granting of
immunity or a sublicense shall be at Seller's sole discretion, not to be
exercised unreasonably, and at no cost to Seller and only to the extent
Seller may so immunize or sublicense.

THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE
PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL
PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

12. NONDISCLOSURE During performance of this Agreement, the parties may
disclose or furnish to each other proprietary marketing, technical, or business
information, including, without limitation, products and/or software
("information"), relating to the subject of this Agreement.

Information provided in tangible form shall be clearly marked as proprietary.
With respect to any devices, any technical information, including but not
limited to circuit layout, design, or software, embedded in any such device is
proprietary information notwithstanding the absence of any proprietary marking
on such device. Information provided orally will be considered proprietary if
the disclosing party says it is proprietary at the time of oral disclosure and
summarizes it in a proprietary writing provided to the other party within thirty
(30) days of the oral disclosure.

The receiving party shall: (a) hold information in confidence using the same
degree of care as it normally exercises to protect its own proprietary
information, (b) restrict disclosure and use of information to employees
(including any contractors or consultants) with a need-to-know, and not disclose
it to any other parties, (c) advise those employees, contractors and consultants
of their obligations with respect to the information, (d) not copy, duplicate,
reverse engineer or decompile information, and (e) use the information only in
furtherance

of performance under this Agreement.

The receiving party shall have no obligation to keep confidential information
that: (a) was previously known to it free of any confidentiality obligation, (b)
was independently developed by it, (c) is or becomes publicly available other
than by unauthorized disclosure, (d) is disclosed to third parties by the
disclosing party without restriction, or (e) is received from a third party
without violation of any confidentiality obligation.

If a party is faced with legal action or a requirement under government
regulations to disclose or make available proprietary information received
hereunder, such party shall forthwith notify the furnishing party and, upon
request of the latter, cooperate in contesting such action or requirement at the
requesting party's expense. Neither party shall be liable for damages for any
disclosure or unauthorized access pursuant to legal action or government
regulations or for inadvertent disclosure, access, or use if the customary
degree of care as it uses with respect to its own proprietary information has
been exercised and if, upon discovery of such inadvertent disclosure, access, or
use the furnishing or receiving party has endeavored to prevent any further
(inadvertent or otherwise) disclosure or use.

Obligations imposed by this Section 12 shall survive for a period of five years
after termination or expiration of this Agreement.

13. TERM OF AGREEMENT The term of this Agreement as related to any specific
Device covered by this Agreement shall expire at the end of the purchase period
specified in the Quotation and any agreed extensions thereto. Seller reserves
the right to discontinue the supply of any Device(s) hereunder. Seller shall
provide twelve (12) months written notice of discontinuation, during which
period Seller is obligated to accept orders placed by Buyer for commercially
reasonable quantities calling for delivery within lead time of the Device, with
no rescheduling permitted.

14. PAYMENT TERMS Prices shall be quoted and invoices shall be rendered and paid
in United States currency. Payment terms for all design and development
activities of Seller are as specified in the Quotation. All invoices for the
Device shall be payable net thirty (30) days from the date of invoice, which
invoice shall be rendered upon shipment. Seller may exercise an option to assess
an interest charge of up to one and one-half percent (1-1/2%) per month on all
amounts which are not timely paid (but not to exceed the maximum lawful rate.
The amount of credit or terms of payment may be changed or credit withdrawn by
Seller at any time. Each shipment shall constitute an independent transaction
and Buyer shall pay for same in accordance with the specified payment terms. If
shipments are

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delayed by Buyer, Seller may invoice Buyer when Seller is prepared to ship.

15. DELIVERY, TITLE, RISK OF LOSS AND TRANSPORTATION Unless otherwise agreed to
by Seller in writing as part of the Quotation or any amendment thereto
referenced by Buyer in an order, (a) delivery terms on all shipments to any
point designated by Buyer in the United States shall be F.O.B. Buyer's dock ,
and (b) delivery terms on shipments to any point outside of the United States
shall be pursuant to Incoterms 1990 (DDU, country of export). Where, in order to
meet Buyer's requests, Seller ships or packs the Device or other materials in
other than its normal manner for shipment, additional billing may be rendered.

16. PRODUCT CHANGES Seller may, with Buyer's prior written concurrence, which
may not unreasonably be withheld, make changes in the Devices (i) that do not
materially affect physical or functional interchangeability or performance; or
(ii) when required for purposes of safety.

17. MANUFACTURING FACILITY Notwithstanding anything contained herein to the
contrary, Seller reserves the right to manufacture the Device in any
Seller-qualified facility that is ISO certified. Seller also reserves the right
to transfer production from one qualified facility to another ISO certified
facility or to manufacture at multiple qualified facilities that are ISO
certified, providing that Seller maintains the same level of service provided
previously to Buyer, without interruption of deliverables or slippage of
previously committed delivery dates. Upon Buyer's request, Buyer shall have the
right to visit the facility at such times, as Seller deems reasonable.

18. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY

A. For purposes of the exclusive remedies and limitations of liability set
forth in this Section, Seller shall be deemed to include Lucent
Technologies Inc., its subsidiaries and affiliates and the directors,
officers, employees, agents, representatives, subcontractors and suppliers
of all of them; and "Damages" shall be deemed to refer collectively to all
injury, damage, loss or expense incurred.

B. Seller's entire liability and Buyer's exclusive remedies against Seller
for any damages caused by any Device defect or failure, or arising from the
performance or non-performance of any work, regardless of the form of
action, whether in contract, tort, including negligence, strict liability
or otherwise, shall be:

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1. For infringement, the remedies set forth in the Section entitled
Intellectual Property Indemnity;

2. For failure to deliver conforming prototypes, Buyer's sole and
exclusive remedy and Seller's entire liability shall be Buyer's right
to a refund of monies paid by Buyer as provided in Section 3. For any
other failure of the Device or work performed, the remedies stated in
the Section entitled Warranty;

3. For failure to deliver or for delays in delivery of production
quantities, Seller shall have no liability unless the delivery is
delayed by more than thirty (30) days by causes not attributable
either to Buyer or to conditions as defined in paragraph 23, in which
case Buyer shall have the right, as its sole remedy, to cancel the
order without incurring cancellation charges;

4. For bodily injury or death to any person proximately caused by
Seller, Buyer's right to proven direct damages; and

5. For claims other than set forth above, Seller's liability shall be
limited to direct damages that are proven, in an amount not to exceed
$200,000

C. Notwithstanding any other provision of this agreement, Seller shall not
be liable for incidental, indirect, special, exemplary or consequential
damages or for lost profits, savings or revenues of any kind, whether or
not Seller has been advised of the possibility of such damages.

19. BUYER'S DESIGNATED EMPLOYEES ON SELLER'S PREMISES

Buyer's personnel shall, while on any location of Seller or any of its
affiliates, comply with rules and regulations with regard to safety and security
at such location. Seller shall inform such personnel of such rules and
regulations. Buyer shall have full control over such personnel and shall be
entirely responsible for their complying with such rules and regulations. Buyer
agrees to indemnify and save Seller and any of its affiliates harmless from any
claims or demands, including the costs, expenses and reasonable attorney's fees
incurred on account thereof, that may be made by (i) anyone for injuries to
persons or damage to property resulting from the acts or omissions of Buyer's
personnel or (ii) Buyer's personnel under Worker's Compensation or similar laws.
Buyer agrees to defend Seller and its affiliates, at Seller's request, against
any such claim or demand.

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20. EXPORT CONTROL The parties acknowledge that any products, software, and
technical information (including, but not limited to, services and training)
provided under this agreement are subject to U.S. exports laws and regulations
and any use of transfer of such products, software, and technical information
must be authorized under those regulations. The parties agree that they will not
use, distribute, transfer, or transmit the products, software, or technical
information (even if incorporated into other products) except in compliance with
U.S. export regulations. If requested by Seller, Buyer also agrees to sign
written assurances and other export-related documents as may be required for
Seller to comply with U.S.
export regulations.

21. ASSIGNMENT Seller shall have the right to assign this Agreement to any of
its affiliates without Buyer's prior written consent. Buyer shall have the right
to assign and transfer this Agreement and its rights and obligations hereunder
to an affiliate or to any third party who succeeds to substantially all its
business or assets, subject to Lucent standard credit approval. Any attempted
assignment in contravention of the above provision shall be void and
ineffective.

22. IDENTIFICATION Neither Seller nor Buyer shall use any identification of, or
reference to, any code, drawing, specification, trade name, trademark, trade
device, insignia, service ▇▇▇▇, symbol, or any abbreviation, contraction, or
simulation thereof, of the other party in any advertising or promotional efforts
without such other party's prior approval.

23. EXCUSE OF PERFORMANCE Except with respect to Buyer's obligation to make
timely payments when due, neither party shall be held responsible for any delay
or failure in performance of any part of this Agreement to the extent such delay
or failure is caused by fire, flood, explosion, war, strike, embargo, government
requirement, civil or military authority, act of God, nature or the public
enemy, inability to secure material or transportation facilities, inadequate
yield of products despite Seller's reasonable efforts, act or omission of
carriers or any other causes beyond its reasonable control. Seller may, in the
event of any such circumstance, allocate in a fair and reasonable manner, taking
into account Seller's contractual commitments, its available production output
among itself and its other customers, including at Seller's option those not
under contract as long as such allocation does not adversely impact Buyer's
competitive position relative to Seller.

24. NON-WAIVER No course of dealing or failure of either party to strictly
enforce any term, right or condition with respect to any transaction or order
hereunder shall be construed as a waiver of such term, right or condition.

25. TAXES Any tax or related charge which Seller shall be required to pay to or
collect for any government upon or with respect to services rendered or the
sale, use or delivery of the Device or other materials shall be billed to the
Buyer as a separate item and paid by Buyer, unless a valid exemption certificate
is furnished by Buyer to Seller.

26. CHOICE OF LAW The construction, interpretation, and performance of this
Agreement and any transaction hereunder shall be governed by the substantive
laws, but not the conflicts of law rules, of the State of New York. The U.N.
Convention on Contracts for the International Sales of Goods shall not apply to
the sale of product hereunder.

27. MEDICAL AND LIFE SUPPORT APPLICATIONS Seller does not recommend the use of
any Devices for medical or life support applications wherein a failure or
malfunction of the Device may directly threaten life or cause injury and Seller
will not knowingly sell its Devices for such use except pursuant to a written
exception to this policy granted on a case-by-case basis. No warranty is made
with respect to any such medical or life support use of any Device.

28. DISPUTES All disputes, controversies or differences which may arise under
this Agreement or for the breach thereof, shall at the request of either party
be initially submitted to mediation and, if not so resolved, be finally settled
by arbitration in New York City in accordance with the rules and regulations of
the American Arbitration Association (AAA). The arbitration shall be before one
(1) arbitrator who shall be selected in accordance with the rules of the AAA.
Each party shall bear its own expenses for the arbitration.

The award rendered by the arbitration shall be final and binding upon all
parties, and may be enforced in any court having jurisdiction over the party
sought to be bound.

Nothing in this Section 28 shall be construed to preclude any party hereto from
seeking provisional remedies, including, but not limited to, temporary
restraining orders and preliminary injunctions from any court of competent
jurisdiction, in order to protect its rights pending arbitration. The
arbitration award may be enforced by judgment in any court having jurisdiction.

THE PARTIES, agreeing to the above terms and conditions, including by reference
all terms and conditions contained in the Quotation, and intending to be legally
bound thereby, have caused the signatures of their respective authorized
representatives to be affixed below on the date so written.

LUCENT TECHNOLOGIES INC. GLOBESPAN SEMICONDUCTOR INC.

(Signature) (Signature)

(Name and Title - Printed) (Name and Title - Printed)

(Date) (Date)

Attachment A

Shipment Packaging Requirements

1.0 PURPOSE:
This policy establishes Globespan Semiconductor Inc., (hereinafter GSI)
uniform guidelines governing the shipment packaging requirements for all
purchased devices.

2.0 SCOPE:
This policy applies to all internal and external departments within GSI
responsible for the procurement of devices and all suppliers of GSI.
This specification applies to all production
and other selected material, which shall be delivered to all GSI locations. This
specification shall supersede any and all other specifications issued from or
agreed to by GSI, on all previous agreements or contracts, written or implied.

3.0 REQUIREMENTS:
Suppliers are required to conform to the specifications contained
within the document. All outer shipping containers and unit packs must be
labeled with bar code and human readable labels as set forth in EIA-556-A, dated
October, 1992.

4.0 General Specifications:
All packaging shall conform to NSTA/ASTM standards, providing
protection from damage during transportation, while permitting removal and
replacement of product at destination without causing damage to product or
packaging.

5.0 Electrostatic Discharge Control "ESDC":
Containers, wraps, and cushioning materials, which come into direct
contact with the product, shall be non-corrosive, non-sloughing, electrostatic
free materials, conforming to "MIL-B-81705 {Type II} requirements as a minimum.

5.1 Unless conductive shipping containers are used, all ESDS devices
shall be intimately wrapped and preservation packaged/sealed. Minimum
requirement shall be in accordance with MIL-B-81705 {Type II}
requirements.

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NOTE: PLCC, TQFP, PQFP or BQFP trays are not to be considered as
acceptable static shielding and must be preservation packaged.

6.0 Bar-code Symbology:
The symbology required for all outer {overpack}, inner and unit
packaging shall be code 39, with minimum/maximum height, width, quiet zone, and
X dimension as set forth in EIA-556-A, dated October, 1992.

7.0 Bar-code Labels, General: Maximum label size is 8" x 11".
Inner/unit packaging, box, and reel labels shall conform to package
size. Only thermal transfer labels are acceptable.
Do not place tape and reel labels over hub.

7.1 Bar-code Labels, Specific:
The product packaging label requirements, for labeling individual
component boxes, ESDS bags, tubes, etc. shall be as set forth in Appendix C of
the ANSI/EIA-556-A guidelines dated October 1992.

8.0 Data Identifiers/Descriptions Outer/Overpack Labeling:

8.1 Label Type, ref. 3.2.2., ▇▇▇-▇▇▇-▇:
▇▇▇▇ ▇▇, ▇▇, ▇▇ ▇▇, labels shall be used. Under no circumstances should
multi order/single product or multi order/mixed load labels ever be used.

8.2 Ship From, ref. 3.2.4.1., EIA-556-A:
Mandatory human readable field that shall contain the complete supplier
ship from address. This field shall be labeled FROM.

8.3 Ship To, ref. 3.2.4.1., EIA-556-A:
Mandatory human readable field that shall contain the complete GSI
destination address. This field shall be labeled TO.

8.4 Supplier Package Identification, ref. 3.2.3.1., EIA-556-A:
Mandatory bar code and human readable data field.

8.5 Transaction Identification, ref. 3.2.3.2., EIA-556-A:
Mandatory bar code and human readable field containing the GSI
purchase order number.

8.6 Customer Product Identification, ref. 3.2.3.3., EIA-556-A:
Mandatory bar code and human readable field containing the GSI part
number.
NOTE: When this label is used for mixed load packages the message
"MIXED LOAD" shall be printed in place of the bar code and human readable
interpretation.

8.7 Package Count, ref. 3.2.3.4. EIA-556-A:
Mandatory text only data field.

8.8 Quantity, ref. 3.2.3.5., EIA-556-A:

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Mandatory bar code and human readable field.

8.9 Unit of Measure, ref. 3.2.3.5.3., EIA-556-A:
Mandatory bar code and human readable field indicating unit of measure.

8.10 Description, ref. 3.2.4.2., EIA-556-A:
Mandatory bar code and human readable field containing the supplier
part number.

8.11 Special, ref. 3.2.4.3., EIA-556-A:
Mandatory bar code and human readable field containing supplier
internal order number, and package date.

9.0 Data Identifier/Descriptions Unit/Product Labeling, Appendix C,
EIA-556-A: Shall include country of origin.

9.1 Customer Product Identification, ref. C4.1.1.1., Appendix C, EIA-556-A:

9.2 Quantity, ref. C4.1.1.2., Appendix C, EIA-556-A:

9.3 Supplier Product ID, ref. C4.1.2.2., Appendix C, EIA-556-A:
Shall include internal part number, comcode, traveler #, PO #. 9.4
Datecode & Wafer Lot number, ref. C4.1.2.2., Appendix C, EIA-556-A:

10.0 Packing Lists:
A packing list shall accompany each shipment, and shall be securely
attached to the outside of carton number one and applied in such a manner that
accidental removal or loss shall not occur (i.e. envelope, protector, etc.).
Packing lists shall contain the following information as a minimum.
Complete supplier name and address.
Date of Shipment.
Complete GSI ship-to address.
GSI purchase order and part number,
Quantity shipped/backordered, serial numbers,
revision numbers, etc.

11.0 Acronyms:

NSTA: National Safe Transit Association
ASTM: American Society for Testing and Materials
ESDS: Electrostatic Discharge Sensitive
ESDC Electrostatic Discharge Control
PLCC Plastic Leaded Carrying Case
TQFP Thin Quad Flat Pack
PQFP Plastic Quad Flat Pack
BQFP Bumper Quad Flat Pack
ANSI The American National Standards Institute

12.0 Electronic Industries Association:

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An EIA representative may be reached by telephoning 703-907-7500 or
writing to Electronic Industries Association, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇.,
▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇. Copies of standard ANSI/EIA-556-A may be obtained by
telephoning:

Global Engineering Documents, USA and Canada: 1-800-854-7179 or
International:

▇-▇▇▇-▇▇▇-▇▇▇▇.

For additional questions or compliance concerns, please contact the GSI
Supply Line Manager @ ▇▇▇-▇▇▇-▇▇▇▇.

13.0 Additional EIA-556-A Requirements:

All other EIA standards apply and should be regarded as required to
comply with Globespan Semiconductor Inc. requirements.

Label location as described in Section 6. Environmental
Considerations as described in Section 5. Bar code
requirements as described in Section 4. Standards for label
height and width as described in Section 4. Product package
label guidelines as described in Appendix C.

14.0 Additional Packaging Requirements:

Special packaging requirements may be required for specific devices and
on specific purchase orders. These requirements are not limited to but may be
the individual preservation packaging of single tray TQFP, PQFP, or BQFP devices
allowing for empty trays above and below securing the devices. GSI reserves the
right to require additional specific packaging requirements not mentioned within
these specifications.

Attachment B

Minimum Order & Packaging Specifications

1.0 PURPOSE
This policy establishes Globespan Semiconductor Inc., (hereinafter GSI)
uniform guidelines governing the purchasing of all product when minimum
quantities are required.

2.0 SCOPE
This policy applies to all suppliers of GSI for all production and other
selected material, which shall be delivered to all GSI locations. This
specification shall supersede any and all other specifications issued by or
agreed to by GSI or any supplier thereof, on all previous agreements or
contracts, written or implied.

3.0 REQUIREMENTS
Suppliers are required to conform to the specifications contained within
this document.

4.0 Minimum Order Quantity
The minimum order quantity shall be as prescribed below.

TQFP PQFP PLCC Bulk PLCC T & R

360 252 252 1000

5.0 Minimum Order Packaging Requirements

All packaging requirements are to be as specified in (Attachment A, Rev.
01, Dated 03/01/98)

In addition to these specifications all derivatives shall be packaged in
single tray units (preservation packaged) and labeled as required. Two
single units shall be packaged in one box, and labeled as required. This
requirement shall apply only for minimum buys as established under 4.0.

6.0 New Derivative Requests

All requests for new derivatives beyond the established baseline (the first
three derivatives will be zero (0) cost) shall incur an NRE cost of $5k per
derivative.

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6.1 All derivative requests shall be formally requested using the GSI
Derivative Request form, with attached GSI purchase order for current
requirements.

6.2 All derivative request forms shall have a purchase order attached for
NRE charges, which are billable, once the derivative is in production.

6.3 The committed interval from formal request to availability for all new
derivatives shall be no more than eight weeks.

LUCENT TECHNOLOGIES [LOGO]
▇▇▇▇ LABS INNOVATIONS

March 23, 1999

PROPOSAL NUMBER: CAD0009-GS032399

PREPARED FOR:
▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
GlobeSpan Semiconductor Inc.
Red Bank NJ.

SUBJECT: 1999 Through 2001 Production Pricing for GlobeSpan Devices.

Lucent Technologies is pleased to submit to GlobeSpan Semiconductor the pricing
roadmap for the GlobeSpan device portfolio covering the period of January 1,
1999 through December 31, 2001.

Pricing is as agreed per 1/15 (see attached). Pricing will be revisited in June
or at the request of either party. NRE payments for[+] &[+] are as of the 8/20
EMAIL & 8/25 letter, respectively.

The table below shared the pricing that will be established for said products
given the product volume thresholds established in the matrix below. The
following two guidelines will govern the matrix.
- The number of device derivatives that will be supported without any price
premiums is three (3).
- No set up fees or maintenance fees will be applied to the first three
derivatives. Additional derivatives will be charged a $5,000 set up fee. The
individual piece part price adder for derivative maintenance is currently
being waived. This issue will be re-visited in the June timeframe.

GLOBESPAN DEVICE PRODUCTION PRICING 99'

PRODUCTION VOLUME FORECAST VOLUME
DEVICE PRICING-1999/2001 1999 1999
------ ------------------------------------ ---------------------------------------- ------
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q

[+] [+] [+] [+] [+] [+] [+] [+] [+] [+]

* [+] NRE BURRIED IN PRICES FOR THE 1ST & 2ND QTR. 1999 OR IN FIRST [+] PIECES.

** [+] NRE BURRIED IN PRICES FOR 1ST, 2ND & 3RD QTR. 1999 OR FIRST [+] PIECES.

First production quantities would be scheduled for delivery 14 weeks after PDI
and receipt of order. Should the customer require production in less than the
standard 14 week period. Risk Production is available at 50% premium to the
Production Prices listed above. Standard lead-time for normal, follow-on orders
is 10-12 weeks. Product delivery through our Leading Edge Procurement process
(i.e. either Blanket or Consignment Orders) is designed to eliminate the
10-12-week order interval as a planning requirement for the ordering location.
An accelerated production ramp is available to meet critical system
introduction/time-to-market needs. The cost of this accelerated production
service will depend upon the quantity and schedule pull-up requested.

Lucent Technologies values the opportunity to support GlobeSpan Semiconductor
with a winning product and service roadmap. If you should have any questions
about any of the items addressed with this proposal, feel free to contact me at
(▇▇▇) ▇▇▇-▇▇▇▇.

Sincerely,

/s/ ▇. ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------
▇. ▇. ▇▇▇▇▇▇, ▇▇.
Broadband ASIC, Product Manager

Copy to:

▇. ▇▇▇▇▇ - GlobeSpan C. A. ▇▇▇▇▇ - Lucent Technologies
▇. ▇. ▇▇▇▇▇▇▇ - Lucent Technologies ▇. ▇. ▇▇▇▇▇▇▇▇ - Lucent Technologies
▇. ▇▇▇▇▇▇▇▇ - Lucent Technologies M. E. ▇▇▇▇▇ - Lucent Technologies

EXHIBIT 10.15 AGREEMENT FOR THE MANUFACTURE AND SALE OF ASIC PRODUCTS

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