Definitions 2.1 APP will mean the advance production payment of Ten Billion, Four Hundred and Sixty Nine Million and Seven Hundred Thousand Japanese Yen (JPY10,469,700,000) to be made by Lattice to Epson in the manner described in Article 4. Any material breach of the Purchase Agreement shall constitute a material breach to this Agreement for the purpose of Article 14.4 of this Agreement.Ģ. Epson agrees to cause SMOS to comply with all of the terms of this Agreement and the Purchase Agreement. In particular, and without limiting the generality of the foregoing, SMOS shall have no rights under Article 14 of this Agreement (i.e., any reference to party or parties to this Agreement shall be deemed to be only to Epson and Lattice unless specifically prescribed therein), and Epson and Lattice may amend this Agreement in any respect. SMOS shall under no circumstances have any rights under this Agreement (it being understood, however, that this Article 1.5 shall not in any way affect the rights of SMOS under the Purchase Agreement). (In the event that SMOS has fallen into a situation where it is unable to play the role required under this Agreement for any reason specifically prescribed in this Agreement or any other reason, Epson and Lattice will mutually consult about the substitute form of the transaction contemplated herein.) 1.5 Position of SMOS Notwithstanding any provision herein to the contrary, Lattice, Epson and SMOS acknowledges that although this Agreement is executed by each of such three (3) parties, SMOS is a party hereto solely for the purpose to evidencing its role, as the intermediary through which, under the terms of the Purchase Agreement, the Products to be sold to Lattice by Epson will be sold, and to evidence SMOSS agreement to such an arrangement. The Products shall be first sold to SMOS from Epson, and then be sold to Lattice from SMOS under the terms and conditions of the Purchase Agreement (as hereafter defined). Accordingly, the parties agree that Lattice will pay to Epson an advance production payment (∺PP) only to be used as a credit to purchase the Products from Epson through SMOS over a specified period of time in accordance with this Agreement. Semiconductor wafers and distribute them to Lattice through SMOS. Specifically, Lattice desires to develop and sell high performance, advanced architecture semiconductor devices, and Epson desires to construct, 8 inch wafer CMOS process line installed in the Site (as hereafter defined) in order to fabricate such The parties desire to expand their relationship. The parties entered into an advance production payment agreement dated Jfor development and manufacture of 0.8-0.5 micron, 2-3 metal layer, 6 inch CMOS semiconductor wafers. 1.4 Scope of Agreement Epson and SMOS have an ongoing business relationship with Lattice whereby Epson fabricates semiconductor devices for Lattice. 1.3 Lattice Lattice is in the business of designing, developing, manufacturing and marketing and selling both high- and low-density E2-CMOS® programmable logic devices and related development system software. SMOS conducts its business at its office located at 150 River Oaks Parkway, San Jose, CA 95134-1951, U.S.A. SMOS is in the business of designing, testing and selling semiconductor devices. 1.2 SMOS SMOS is an affiliate of Epson and is Epsons authorized distributor in the United States for semiconductor devices. Epson manufactures such semiconductor devices at its plant located at 281 Fujimi, Fujimi-machi, Suwa-gun, Nagano-ken 399-02, Japan (the ∿ujimi Facility) and its plant located at 166-3 Jurizuka, Sakata-shi, Yamagata-ken 998-01, Japan (the Sakata Facility). 1.1 Epson Epson is in the business of designing, manufacturing, testing and selling semiconductor devices, among other products. (SMOS) and Lattice Semiconductor Corporation, a Delaware corporation, having a place of business at 5555 N.E. THIS ADVANCE PAYMENT AGREEMENT (this Agreement), is entered into this March 17, 1997, by and among SEIKO EPSON CORPORATION, a Japanese corporation having its principal place of business at 3-5, Owa 3-chome, Suwa-shi, Nagano-ken 392, Japan (∾pson), S MOS Systems Inc., a California corporation, having a place of business at 150 River Oaks Parkway, San Jose, California 95134-1951, U.S.A. * Omitted and filed separately with the SEC pursuant to a confidential treatment request
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