<PAGE> 1
EXHIBIT 10.1
FOUNDRY AGREEMENT
This Agreement (the "Agreement") is entered into this 22 day of June, 2000 by
and between
Global Communication Semiconductor, Inc. hereinafter referred to as "GCS"
and
Stanford Microdevices Inc. hereinafter referred to "SMDI".
GCS desires to sell, and SMDI desires to buy, semiconductor wafers to be
manufactured by GCS on the [***] InGaP/GaAs HBT process using SMDI proprietary
designs, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties agree as follows:
1. SCOPE OF FOUNDRY SERVICE
1.1 The [***] InGaP/GaAs HBT process (described in "Exhibit E")
co-developed by GCS and SMDI shall be offered exclusively to SMDI for
a period of [***] from the start of wafer development. In return for
the exclusivity, SMDI will commit to buying [***] wafers during the
first [***] months of production. The exclusivity will be based upon
meeting the above objectives with [***] wafers to be delivered in
2000 and the balance ([***] wafers) to be delivered in 2001.
Exclusivity is forfeited if these objectives are not met. The process
is deemed production when it has successfully completed a
2-temperature life test with activation energy and MTTF sufficient to
meet SMDI's product requirements. The cost of the qualification shall
be the responsibility of SMDI. After the agreed period of [***]
months, GCS can offer this process as an open foundry process to any
other customer.
1.2 Subject to the terms and conditions contained in Article 12 of this
Agreement, SMDI and GCS hereby will disclose know-how, copyrights and
mask work rights to make and have made wafers (as defined in Exhibit
A) at the GCS fabrication facility in Torrance, CA. in accordance
with the Wafer Specifications set forth in Exhibit B, to test such
wafers, and to sell such wafers only to SMDI at the prices
established in Exhibit A.
"Know-how", when used in this Agreement, shall mean all of SMDI
designs, techniques, technology, trade secrets, proprietary
information and other confidential information disclosed by SMDI to
GCS pursuant to this Agreement which SMDI, at its sole discretion,
determines is necessary for GCS to produce wafers under this
Agreement.
GCS shall provide appropriate masks, wafer processing of engineering
runs and product validation runs (multi-project wafers) at the prices
per Exhibit A.
2. PAYMENT
2.1 SMDI shall pay in United States Dollars for wafers supplied by GCS to
SMDI hereunder within thirty (30) days after SMDI receipt of an
invoice from GCS which shall be submitted to SMDI upon shipment.
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 2
2.2 SMDI shall bear all costs to produce the initial mask set necessary
to produce any specific product, or mask changes to complete design
or process changes initiated by SMDI. SMDI shall bear all costs for
replacement masks or new masks to complete product changes initiated
by SMDI as well as all costs for replacement of masks worn during
production at GCS.
3. ORDERS, WARRANTY AND CLAIMS
3.1 GCS shall supply wafers and other production services to SMDI in
accordance with written purchase orders to be provided by SMDI. Each
purchase order shall include the following:
(a) purchase order number
(b) product name
(c) manufacturing process
(d) quantities
(e) unit wafer prices and total prices
(f) desired shipment date (subject to Section "DELIVERY TIMES" below)
(g) delivery instructions
(h) any special requests or comments
Subject orders shall become effective only upon the written
acceptance thereof by GCS.
The terms of this Agreement shall prevail over any conflicting terms
in any order documents, invoices or similar documents exchanged
between the parties hereunder.
3.2 SMDI shall provide GCS every month with a good faith rolling forecast
of its wafer and other production service requirements on a monthly
basis, and GCS shall use its best efforts to make available to SMDI
sufficient fabrication capacity and engineering support to meet such
forecast requirements. In addition to the status reports established
under Section 5 below, the parties shall provide one another with
reasonable notice about changes in desired shipping or production
schedules, availability of capacity or other similar situations. The
SMDI forecast is considered a firm order for the period of 0-90 days,
can change by 50% in the period of 91-120 days and can vary by 100%
for the period >120 days.
3.3 Any other provision of this Agreement notwithstanding, if GCS shall
be delayed more than sixty (60) days in the production and delivery
of wafers for any particular SMDI purchase order, unless delay was
caused by SMDI, SMDI may, at its reasonable discretion, provided that
GCS is unable to provide a recovery program acceptable to SMDI,
cancel such order effective upon written notice thereof to GCS. Upon
resubmission of any such cancelled order by SMDI and acceptance
thereof by GCS, GCS shall then use its best efforts to give a
priority delivery date to such new order. If GCS delays, unless delay
was caused by SMDI, production and delivery more than sixty (60) days
beyond the factory committed delivery date, three (3) or more SMDI
purchase orders in any six (6) month period under this Agreement,
SMDI may terminate this Agreement immediately by sending notice of
termination to GCS.
3.4 GCS gives warranty on workmanship and material for [***] months. In
case of warranty claims by SMDI, the GCS warranty is limited to the
replacement of wafers.
3.5 Standard GCS Terms & Conditions (Exhibit D) apply if not otherwise
specified in the contract.
4. DELIVERY TIMES
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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4.1 Unless otherwise agreed to in writing by SMDI, delivery times for
SMDI purchase orders shall be:
(a) [***] weeks for production wafers
(b) [***] weeks for product development wafers (not including mask
preparation and procurement time)
GCS shall use its best efforts to achieve such delivery times on a
regular and consistent basis. However, since these delivery times
correspond to the actual production cycles for wafers, no recovery
may be possible in case of accidental misprocessing of wafer lots.
4.2 In the event of a third party suit or claim against SMDI and/or GCS
involving a Third Party Right (as defined in Section 14), GCS may, at
its reasonable discretion and upon advice of its legal counsel,
suspend or terminate the production and supply of any wafers to SMDI
if such continued production and supply would or could cause GCS to
violate such Third Party Right. GCS shall discuss any such suspension
or termination with SMDI and shall give due opportunity for SMDI to
satisfy the provisions of Section 14, prior to the implementation
thereof.
5. STATUS REPORTS
5.1 Upon request from SMDI, GCS shall provide SMDI with work-in-process
status reports with projections of wafer-out dates per SMDI purchase
order requirements.
5.2 Any deviations from acknowledged delivery dates due to unforeseen
manufacturing problems shall be reported to SMDI within 3 working
days when such problems become apparent.
6. PROCESS CHANGES
6.1 Either party may request the other party to accept changes in the
production process for wafers, provided, however, that any material
changes to the production process for wafers that has been previously
approved by SMDI (including changes to procedures, flow or
specifications), may only be made if such changes are first approved
in writing by SMDI which approval shall not be unreasonably withheld.
6.2 Changes requiring written approval are major changes as described in
Exhibit C.
7. INTELLECTUAL PROPERTY
7.1 GCS acknowledges and agrees that SMDI shall own all rights,
including, without limitation, all patent rights, copyrights, trade
secret rights, and maskworks and similar rights, in and to the wafers
and other products produced by GCS for SMDI hereunder, and in the
know-how disclosed by SMDI to GCS hereunder. GCS shall own all rights
in and to the production process and all know-how independently
developed by GCS, including, without limitation, all patent rights,
copyrights, trade secret rights, and similar rights used in the
manufacturing of the wafers. SMDI and GCS acknowledge that GCS is
acting only as a wafer foundry.
8. DISCONTINUATION OF PRODUCTION
8.1 In the event SMDI cannot utilize all processed wafers, GCS will stop
production immediately upon written notice of SMDI and advise the
work-in-process status to SMDI. In lieu of paying the purchase order
value for completed wafers, the following price for work in-process
will be paid:
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 4
(a) For any wafers from wafer start up to the first interconnect
level [***]
(b) For any wafers processed from first interconnect level up
through frontside [***]
(c) For any wafers processed beyond frontside [***]
The percentages above relate to the wafer prices per Exhibit A.
8.2 GCS agrees to provide to SMDI a five (5) year lifetime buy option
upon notification that GCS will obsolete or upgrade its wafer
fabrication process. GCS will provide notification at least six (6)
months in advance prior to time of obsolescence or major process
change. Delivery of wafers ordered under this provision will be at a
mutually agreeable rate.
8.3 One (1) year after the final production, GCS may scrap the SMDI masks
or send the masks to SMDI.
9. GCS QUALITY INSPECTION
9.1 GCS shall ship only such wafers that have passed visual inspection
and electrical testing (PCM) by GCS, in accordance with the
specifications set forth in Exhibit B (the "GCS Foundry
Specifications").
9.2 SMDI shall be entitled upon any reasonable written request and during
normal business hours, and at its sole expense, to witness inspection
and testing of all wafers manufactured by GCS for SMDI under this
Agreement and to review the GCS quality control system to monitor the
quality of wafers manufactured. If corrective actions require
follow-up, additional, directly related reviews are permitted. SMDI
personnel, in conducting such inspections or reviews, shall be bound
by GCS rules at its plants regarding visits by outside personnel.
9.3 GCS shall keep and provide reasonable access by SMDI to all GCS test,
inspection, and processing records maintained for a wafer lot
processed, for SMDI on the same terms as it handles its standard
production records for other customers. GCS shall not destroy records
pertaining to the wafers within 18 months of their creation, and
without first giving SMDI thirty (30) days written notice of such
intended destruction and the right to obtain copies of such records
for SMDI own files providing SMDI, at SMDI expense.
9.4 If GCS experiences any unusual technical problems in manufacturing
wafers pursuant to this Agreement, GCS may request that SMDI assist
GCS in resolving such technical problems, and SMDI shall use its best
efforts to assist GCS in resolving such problems. If SMDI personnel
are requested by GCS to travel to GCS facilities to assist GCS in
resolving such technical problems, SMDI shall bear all of its own
costs for personnel and travel expenses. GCS will provide adequate
technical equipment for carrying out effective analyses of the
technical problems to SMDI personnel while working at GCS facilities.
9.5 Should GCS discover or be informed about a condition that may affect
the quality of reliability of wafers in process or shipped to SMDI,
GCS will notify SMDI immediately in writing and present to SMDI all
pertinent data.
10. SMDI QUALITY INSPECTION
10.1 SMDI shall conduct its own visual inspection of shipped wafers
within ten (10) business days after receipt thereof by SMDI. If any
wafers shipped by GCS do not pass such mutually agreed upon
Inspection criteria, SMDI shall immediately notify GCS in writing of
the rejection of such shipment and the lot number(s) affected, and
the specific defect or deficiency identified by the inspection. SMDI
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 5
shall hold such materials in a safe and secure facility and make
them available for inspection by GCS, subject to Section 10.5.
10.2 If appropriate GCS may direct SMDI to return such defective
materials to GCS for further inspection, testing or other
procedures. Any such direction shall be accomplished by an GCS
Return Material Authorization ("RMA"), including a specific tracer
number to be prominently displayed on the shipping container for
such returned materials. Upon issuance of an RMA, SMDI shall
promptly ship such materials together with all relevant data from
the SMDI inspection to the designated GCS facility, freight and
insurance prepaid, in the original shipping container or containers
of equivalent protective nature.
10.3 SMDI may return such wafers hereunder for a credit and may recover
its return shipping and insurance expenses from GCS if, and only if,
defects in such materials actually exist as indicated in the SMDI
rejection notice and were not caused by SMDI own misuse unauthorized
modifications, neglect, improper testing, attempts to repair, or by
accident, fire or other hazard, while such materials are in the
possession or control of SMDI. Defects caused by a third party (such
as shipping carrier) need to be addressed an insurance claim.
10.4 GCS and SMDI acknowledge that some wafers which do not meet Wafer
Specifications and/or are broken may nevertheless still be expected
to yield a functional and reliable product. If SMDI elects to
purchase such below-specification wafers, SMDI shall be entitled to
a partial credit against the GCS invoice amount as may be reasonably
agreed upon in writing by SMDI and GCS. If SMDI and GCS fail to
agree upon a partial credit amount, then the below-specification
wafers shall be returned to GCS at GCS's expense for destruction.
GCS shall not sell or provide access to such wafers to any third
party.
10.5 SMDI and GCS agree that conformance to the specifications within
this document does not necessarily indicate the wafers are free of
defects in material and/or workmanship, and that subsequent
processing or testing may uncover such defects in material and/or
workmanship. Within the warranty period of such nature shall be made
by SMDI no later than 30 working days after the first indication of
a potential problem to SMDI and GCS agrees to use its best efforts
to correct such defects and provide SMDI with a reasonable amount of
data or information to effect a cure.
10.6 Any other provision of this Agreement to the contrary
notwithstanding, no claim by SMDI with respect to wafers or services
delivered to SMDI thereunder shall be greater in amount than the
purchase price of the order in respect of which damages are claimed.
IN NO EVENT SHALL GCS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED, WITH REGARD TO ANY
WAFERS OR SERVICES DELIVERED HEREUNDER. REGARDLESS OF WHETHER GCS
HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.
11. DELIVERY QUANTITIES
11.1 Delivery quantities will match with ordered quantities as closely as
possible; however, wafer shipments will always be done in integer
multiples of production lots for the sake of lot traceability. A
production lot is currently TBD (TBD) wafers. SMDI will, whenever
possible, place orders in integer multiples of production lots and
GCS will deliver and invoice the actually accomplished number of
wafers.
12. CONFIDENTIALITY
<PAGE> 6
12.1 Each party acknowledges that the information disclosed in connection
with any transactions contemplated hereunder will contain the
Confidential Information and trade secrets of the disclosing party,
and will remain the property of the disclosing party ("Confidential
Information"). A party receiving any Confidential Information of the
other party shall take all reasonable measures to keep and hold any
such Confidential Information of the other party in strict
confidence as it would be its own Confidential Information and shall
not disclose such Confidential Information of the other party to any
person, firm or corporation without the prior written consent of the
party disclosing such Confidential Information. A party receiving
Confidential Information of the other party shall not, except as may
be authorized hereafter in writing by the disclosing party, use any
Confidential Information of the other party for any purpose not
stated in this Agreement.
12.2 A party receiving Confidential Information of the other party shall
limit dissemination of and access to any Confidential Information of
the other party to those employees or consultants of the receiving
party who have a good faith need for such access to effectuate the
purpose of this Agreement and who have executed a standard
non-disclosure agreement with the receiving party.
12.3 The obligations of the receiving party described in this Section
shall survive termination or expiration of this Agreement and shall
continue in full force and effect with respect to any information as
long as it remains Confidential Information under this Section 12.
12.4 A party receiving Confidential Information of the other party may
disclose such information to subcontractors upon the prior written
approval of the other party. If such disclosure is necessary to
perform duties under this Agreement. This approval shall not be
unreasonably withheld. The receiving party shall cause its permitted
subcontractors to sign a confidentiality agreement with
substantially the same terms and conditions of this Section prior to
disclosing Confidential Information of the other party to such
subcontractors.
12.5 Neither party shall have the obligation to the other party with
respect to any information of the other party of any portion thereof
which is:
(a) already known to the receiving party at the time of receiving
same as shown by the receiving party's files and records in
existence at the time of disclosure;
(b) or hereafter becomes publicly known through no wrongful act of
the receiving party;
(c) rightfully received from a third party without restriction on
disclosure and without breach of this Agreement;
(d) now or hereafter independently developed by the receiving
party and without reliance in any degree upon any Confidential
Information of the other party;
(e) furnished by the disclosing party to a third party without any
restriction upon disclosure comparable to that set forth in
this Agreement; or
(f) revealed pursuant to a requirement of a governmental agency or
law, provided that the receiving party provides prompt written
notice of such requirement or law so as to afford the
disclosing party an opportunity to intervene and oppose
disclosure.
12.6 The parties agree that any material breach of Section 12 will
cause irreparable injury and that injunctive relief in a court of
competent jurisdiction will be appropriate to prevent either an
initial or continuing
<PAGE> 7
breach of such nondisclosure and confidentiality provisions herein in
addition to any other relief to which the owner of such Confidential
Information may be entitled.
13. TERM
13.1 This Agreement may be terminated by SMDI or GCS upon written notice
to the other party:
(a) in the event the other party files a petition in bankruptcy,
or in the event all or part of the other party's assets are
assigned to a trustee or receiver, or if an involuntary
petition in bankruptcy is filed by a third party and the other
party does not resolve such petition in its favour within
sixty (60) days after filing and notice thereof; or
(b) in the event of a substantial breach of a material term of
this Agreement not remedied by the other party in breach
within thirty (30) days after receipt of written notice by the
terminating party specifying such breach and requesting that
it be remedied.
(c) immediately for any violations or Section 12.
13.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, HOWEVER
CAUSED, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE
TERMINATION OF THIS AGREEMENT.
13.3 GCS shall not be liable for any damages caused by SMDI products, as a
result of design, packaging or testing.
13.4 This agreement shall be in effect for 60 months and shall be self
renewing annually. Should GCS decide to not renew this agreement the
discontinuation of production clause (8.2) becomes valid.
14. INFRINGEMENT
14.1 SMDI warrants to GCS that SMDI owns the know-how, copyrights,
maskwork rights, and other intellectual rights to enable GCS to
produce the wafers for SMDI lawfully. SMDI hereby indemnifies and
holds GCS and its directors, officers, employees and agents harmless
from any claim, suit or other liability (including reasonable
attorneys, fees and costs) arising out of or resulting from a
material breach of the foregoing warranty.
14.2 GCS warrants to SMDI that GCS owns, or otherwise has the right to
use, all applicable intellectual property rights to the
manufacturing processes which will be used by GCS to produce the
wafers. GCS hereby indemnifies and holds SMDI and its directors,
officers, employees and agents harmless from any claim, suit or
other liability (including reasonable attorneys, fees and costs)
arising out of or resulting from a material breach of the foregoing
warranty.
14.3 In the event of the institution of any suit or claim against an
indemnified party alleging that GCS manufacture of the wafers
violates any circuit design patent or mask work, manufacturing
process patent, or manufacturing process proprietary right of a
third party recognized under the laws of the United States of
America (hereinafter "Third Party Rights"), or shall become the
subject of any claim for violation of Third Party Rights, the
indemnified party shall promptly notify the indemnifying party of
such suit or claim and provide reasonable details thereof. Failure
to give such notice, if it materially impairs the ability of the
indemnifying party to defend against such suit or claim, shall
terminate any duty of indemnification under this Section.
<PAGE> 8
14.4 The indemnifying party shall have sole control of any action or
settlement negotiations relating to any such suit or claim, and the
indemnified party shall render all cooperation reasonably requested
by the indemnifying party in defense of such suit or claim, provided
that the indemnified party may retain its own counsel at its own
expense. The indemnified party shall not settle or attempt to settle
any such suit or claim without the express written consent of the
indemnifying party.
14.5 In addition to its duty of indemnification hereunder, the
indemnifying party may, at its sole discretion and expense:
(a) alter or change the circuit design or manufacturing process,
as may be the case, so as to make said design or process
non-infringing of any third Party Right; or
(b) obtain permission from the affected thirty party to use the
Third Party right, it being the intention of both parties to
continue the performance of this Agreement if commercially
reasonable to do so.
If neither of these methods is appropriate to eliminate the
infringement of the Third Party Right, the indemnifying party at
its sole discretion may terminate this Agreement or withdraw the
infringing products without any additional obligation or
liability to the indemnified party, for lost opportunity or
profits or otherwise, due to such termination.
15. NOTICES
15.1 Any and all notices or other communications required or permitted by
this Agreement or by law to be served on or given to either party
hereto by the other party shall be in writing and shall be deemed
duly served and given when personally delivered to either of the
parties to whom it is directed, or in lieu of such personal service,
on the same day of transmission by telex or confirmed facsimile or
seven (7) days after deposit in the mail, first class, postage
prepaid, addressed to:
Stanford Microdevices Inc. GCS, Inc.
522 Almanor Avenue 23155 Kashiwa Ct.
Sunnyvale, CA 94086 Torrance, CA 90505
Attn. of: Gerald L. Quinnell Attn: Bill Vitez
Either party may change the addresses above upon notice duly given in
writing to the other party.
16. ARBITRATION
16.1 Except for any claim based upon an alleged or actual violation of
Section 13 above with respect to confidentiality and non-disclosure,
any dispute relating to the interpretation or performance of this
Agreement or the grounds for the termination thereof shall be
resolved at the request of either party through final and binding
arbitration as set forth herein. Such arbitration shall be conducted
by three (3) arbitrators, at least one (1) of whom shall have
reasonable technical knowledge of and experience in the
semiconductor industry, selected by the mutual agreement of the
parties, or, failing such agreement, as selected according to the
applicable rules specified below. The parties shall bear the costs
of such arbitrators equally.
16.2 Arbitration shall be conducted in Los Angeles, California, USA,
under the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA"), except as superseded by the provisions of
<PAGE> 9
this Section. The arbitration panel shall operate in all respects by
a majority vote of the arbitrators. The parties shall be entitled to
all discovery permitted under Section 1283.05 of the California Code
of Civil Procedure, with all such discovery to be completed within
ninety (90) days of the commencement of the arbitration. Upon
completion of the arbitration hearing, the arbitrators shall
promptly render their decision and award, which shall be in writing
and which shall state the reasons for the conclusions reached.
16.3 The arbitrators shall have the power to render any award for
ordinary damages or injunctive relief but may not award punitive
damages. If judicial enforcement or review of such arbitration award
is sought by either party, judgement may be entered upon such award
in any court of competent jurisdiction in the United States.
16.4 The prevailing party in any such judicial enforcement, arbitration
or review proceeding or in any other legal proceeding relating to
the interpretation or performance of this Agreement or the grounds
for termination thereof shall be entitled to its reasonable
attorneys' fees and related other in addition to any other amount of
recovery ordered by such court. For purposes of this Section, a
"prevailing party" shall be that party which recovers more than
one-half (1/2) of the amount set forth in its claim in the
arbitration or which defeats the other party's claim by more than
one-half, or which achieves a comparable result in respect of
injunctive relief.
17. MISCELLANEOUS
17.1 This document constitutes the entire agreement of SMDI and GCS with
regard to the subject matter hereof and supersedes all prior
negotiations and agreements whether written or oral. The executed
version of this Agreement and of any other documents prepared by the
parties under this Agreement shall be controlling for all purposes.
17.2 This Agreement may be amended only by a written document executed by
authorized representatives of SMDI and GCS.
17.3 No right may be assigned, and no duty may be delegated, by either
party under this Agreement except upon the written consent of the
other party, and any attempted assignment and delegation without
such consent shall be void.
17.4 Notwithstanding the foregoing, however, either party shall be
entitled to assign this Agreement, and all rights and obligations
hereunder, to a successor to all or substantially all of its assets,
whether by sale, merger, or otherwise, provided that either party
indicating such assignment shall provide the other party with at
least thirty (30) days prior written notice and cause such assignee
to be bound by this Agreement. This agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective representatives, heirs, administrators, successors and
permitted assigns except as otherwise provided herein.
17.5 The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this Agreement.
17.6 Neither party shall be responsible or liable to the other party for
non-performance or delay in performance of any terms or conditions
of this Agreement due to acts of God, acts of governments, wars,
riots, strikes or other labour disputes, shortages of labour or
materials, or other causes beyond the reasonable control of the
non-performing or delayed party, provided, however, non-performance
or delay in excess of one hundred eighty (180) days shall constitute
cause for termination of this Agreement by either party.
<PAGE> 10
17.7 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but such counterparts together
shall constitute only one and the same instrument.
17.8 Any waiver (express or implied) by either party of any breach of
this agreement shall not constitute a waiver of any other or
subsequent breach.
17.9 In the event any provision of this Agreement is held to be invalid
or unenforceable, the valid or enforceable portion thereof and the
remaining provisions of this Agreement will remain in full force and
effect.
17.10 Each party hereto is an independent contractor of the other, and
neither shall be deemed an employee, agent, partner or joint
venturer of the other. Neither party shall make any commitment, by
contract or otherwise, binding upon the other nor represent that it
has any authority to do so.
17.11 Each party shall obey all applicable laws and regulations in the
performance of its respective duties and tasks under this Agreement
and shall use its best efforts to assist the other party to do
likewise.
17.12 Each party shall designate a single management representative who
shall be the primary point of contact for that party in its
relations with the other party hereunder, and each party may change
its representative from time to time upon prior written notice to
the other party. Initially, the SMDI representative shall be Gerald
L. Quinnell and the GCS representative shall be Bill Vitez.
IN WITNESS WHEREOF the parties have caused this agreement to be executed
by their respective duly authorized representatives.
FOR STANFORD MICRODEVICES FOR GCS
GERALD L. QUINNELL
<PAGE> 11
EXHIBIT A
PRICING AND QUANTITY COMMITMENT
<TABLE>
<CAPTION>
---------------- ------------------------------------------------------- --------------------
PRODUCTION QUANTITIES OF [***] HBT PROCESS (FOR
BUDGETARY REASONS ONLY, FIRM PRICING WILL BE
DETERMINED AFTER THE ENGINEERING PHASE IS COMPLETE)
<S> <C> <C>
1 [***] WAFERS [***] / wafer
2 [***] WAFERS [***] / wafer
3 [***] WAFERS [***] / wafer
4 [***] WAFERS [***] / wafer
5 [***] WAFERS [***] / wafer
6 GREATER THAN [***] WAFERS [***] / wafer
---------------- ------------------------------------------------------- --------------------
</TABLE>
*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 12
EXHIBIT B
PRODUCT DESCRIPTION
TBD: WILL DECIDE WHEN PRODUCTION IS READY.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
PARAMETER UNIT MIN TYP MAX
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
</TABLE>
<PAGE> 13
EXHIBIT C
Major changes are as listed below.
<TABLE>
<S> <C>
-------- --------------------------------------------------------------------
1 CHANGES IN WAFER FABRICATION
-------- --------------------------------------------------------------------
1.1 Sequence of fabrication process cycles
-------- --------------------------------------------------------------------
1.2 Fabrication process material
-------- --------------------------------------------------------------------
1.3 Doping process
-------- --------------------------------------------------------------------
1.4 Passivation material, thickness
-------- --------------------------------------------------------------------
1.5 Metallization system (pattern, material, line width, or thickness)
-------- --------------------------------------------------------------------
1.6 Conductor, resistor or dielectric material
-------- --------------------------------------------------------------------
1.7 Wafer fabrication move to another line
-------- --------------------------------------------------------------------
1.8 Backside process including metallization and finished thickness
-------- --------------------------------------------------------------------
1.9 Ohmic contact formation
-------- --------------------------------------------------------------------
1.10 Die size
-------- --------------------------------------------------------------------
</TABLE>
All other changes are considered to be minor changes, unless otherwise mutually
agreed on in writing.
<PAGE> 14
EXHIBIT D
STANDARD GCS TERMS & CONDITIONS
- PAYMENT TERMS: NET 30
- FOB: SHIP POINT, GCS TORRANCE, CA
- METHOD OF SHIPMENT: CUSTOMER'S FREIGHT ACCOUNT PREFERRED
- ANY AND ALL CHANGES TO PURCHASE ORDERS, RELEASES, DOE'S OR ANY
OTHER DESCRIPTIONS OF WORK MUST BE DONE IN WRITING AND APPROVED.
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EXHIBIT E
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