Contingency Cases. If the actual quarter average Yield for a particular device falls below the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion Nihon shall pay TI the actual Yield divided by the Target Yield times the base Wafer price. However, any yield loss caused by Spansion (e.g., test programs or design issues, or changes to test programs) will not count towards such [*]. If the actual quarter average Yield for a particular device falls above the Target Yield as defined in a particular QBP by [*] within any given Quarter, the price per Wafer shall be adjusted pro rata as follows: Spansion Nihon shall pay TI the actual Yield divided by the Target Yield times the base Wafer price. [*] Testers TI shall upgrade the software for the [*] testers by obtaining a manufacture’s maintenance agreement or some other arrangement to ensure the software upgrades, as follows:
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Sources: Foundry Agreement (Spansion Inc.), Foundry Agreement (Spansion Inc.)