[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
This MANUFACTURING SERVICES AGREEMENT (the Agreement), is made and entered into as of this 6th day of January, 2006 (the Effective Date), by and between Micron Technology, Inc., a Delaware corporation (Micron), and IM Flash Technologies, LLC, a Delaware limited liability company (Joint Venture Company).
A. The Joint Venture Company is engaged in the manufacture, assembly and test of NAND Flash Memory Products (as defined hereinafter); and
B. Micron possesses the ability to perform manufacturing services in connection with Probed Wafers for NAND Flash Memory Products; and
C. Micron desires to provide and the Joint Venture Company desires to purchase manufacturing services upon the terms and subject to the conditions set forth in this Agreement (Micron and the Joint Venture Company are each, a Party and collectively, the Parties).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound do hereby agree as follows.
2.4 Option to Designate WIP. As soon as practical following the Joint Venture Companys written request, Micron will ensure that WIP at the Site destined for the Joint Venture Company will be designated for specified customers from Wafer Start. If the Joint Venture Company does not elect to have WIP so designated, Micron shall designate the WIP for specified customers after Probe Testing. Custom product, if any, must be designated for the Joint Venture Companys specified customers from Wafer Start.
2.5 [***]. In addition to the quarterly review and monthly report requirements set forth in ARTICLE 5, Micron will notify the Joint Venture Company promptly of all [***].
2.6 Masks. Masks required for the Manufacturing Services will either be provided by the Joint Venture Company or purchased by Micron hereunder. Such masks will only be used to perform the Manufacturing Services for the Joint Venture Company. Masks will be repaired and replaced solely at mask operations that have been approved by the Joint Venture Company, which approval shall not be unreasonably withheld. While Micron will have possession of masks, title to such masks and of any underlying copyrights, maskworks, or other intellectual property will remain with the Joint Venture Companys customers.
2.7 Traceability and Data Retention. The Joint Venture Company and Micron shall review Microns Manufacturing Services process traceability system in regards to the manufacturing process [***] and will agree on the level of data to be traced through such system and which data shall be available with real-time access or as otherwise mutually agreed by the Parties. Micron agrees to maintain such data for a minimum of [***] from completion of the Probed Wafer lot and [***] to the extent such level of data is offered real-time within Micron, subject to system limitations related to the exclusion of non-NAND data. The Joint Venture Company may provide its customers with access to such data, subject to any confidentiality requirements.
2.8 Business Continuity Plan. Micron and the Joint Venture Company will review Microns Business Continuity Plan as it relates to the Manufacturing Services provided hereunder. If the Joint Venture Company requests any changes or additions to Microns existing Business Continuity Plan, the Parties shall work together in good faith to resolve any such agreed resolutions. The Joint Venture
Company may provide Microns Business Continuity Plan to its customers, subject to any confidential requirements.
2.9 Additional Customer Requirements. The Joint Venture Company will inform Micron in writing of any auditable supplier requirements relating to Manufacturing Services requested by the Joint Venture Companys customers. Micron and the Joint Venture Company shall work together in good faith to resolve any such requests.
2.10 Transfer of Manufacturing Technology; Equivalency of Operations. Micron will cooperate in good faith with the Joint Venture Company in connection with the transfer of Semiconductor Manufacturing Technology for Microns use in performing the Manufacturing Services as such technology transfers may be required under other Joint Venture Documents or as reasonably necessary to implement the process technology to offer Manufacturing Services. The Joint Venture Company will work in good faith with Micron to establish similar baseline performance standards for the Manufacturing Services to promote consistency of Products produced by the Joint Venture Company, including form, fit and function. Such standards will include the provision of up to date equivalency materials (including correlation wafers), data and information.
5.1 Planning and Forecasting
(c) Based on the Demand Forecast and the Manufacturing Services Forecast, the Joint Venture Company will prepare a [***] ([***]) Fiscal Quarter proposed loading plan (Proposed Loading Plan), which will be subject to review by the Manufacturing Committee. The Joint Venture Company shall provide Micron with the Proposed Loading Plan at least [***] ([***]) Business Days prior to submission to the Manufacturing Committee.
(d) The Joint Venture Company will submit the Proposed Loading Plan and other requested information to the Manufacturing Committee for endorsement. Once endorsed by the Manufacturing Committee, the Proposed Loading Plan shall become part of the Manufacturing Plan. Micron shall use the Manufacturing Plan as the basis for determining the final quantity of Manufacturing Services that Micron will provide to the Joint Venture Company pursuant to Section 2.2 above.
(a) Describes [***];
(b) Describes [***];
(c) Describes [***];
(d) Identifies [***];
(e) Describes [***]; and
(f) Identifies [***].
6.1 Placement of Purchase Orders. Prior to the commencement of every Fiscal Quarter or another time period agreed by the Parties, the Joint Venture Company shall place a non-cancelable blanket purchase order in writing (via e-mail or facsimile transmission) for Manufacturing Services to be supplied by Micron in the following Fiscal Quarter as agreed in the Manufacturing Services Forecast and Manufacturing Plan (each such order, a Purchase Order). The Joint Venture Company may issue change orders to such Purchase Orders to reflect approved changes in the Manufacturing Plan, provided that such changes can be reasonably accommodated within Microns performance of the Manufacturing Services without disrupting the on-going services in a manner to negatively impact the previously placed Purchase Orders. The Joint Venture Company may also request Manufacturing Services relating to special engineering or hot lots in accordance with Section II of Schedule 6.5. The terms and conditions of this Agreement supersede the terms and conditions contained in either Partys sales or purchase documentation provided in connection herewith unless expressly agreed otherwise in a writing signed by each Party.
6.2 Shortfall. Micron shall immediately notify the Joint Venture Company in writing of any inability to meet a Purchase Order commitment for Manufacturing Services to be provided to the Joint Venture Company and which may result in shortfall in achieving the quantity of Probed Wafers set forth in the approved Manufacturing Plan.
6.3 Acceptance of Purchase Order. Each Purchase Order that corresponds to the Manufacturing Plan in the manner contemplated by Section 6.1 and, and is otherwise free of errors, shall be deemed accepted by Micron upon receipt and shall be binding on the Parties, to the extent not inconsistent with the Manufacturing Plan.
6.4 Content of Purchase Orders. Each Purchase Order shall specify the following information:
(a) Purchase Order number;
(b) Quantity of wafer starts by part number, design id, technology node and probe level;
(c) Place of delivery of Probe Wafer output produced in the course of the Manufacturing Services; and
(d) Other terms (if any).
6.5 Pricing and Invoicing. Micron shall invoice the Joint Venture Company on a monthly basis for the Manufacturing Services provided hereunder in accordance with the pricing provided in Schedule 6.5. All amounts owed under this Agreement are stated, calculated and shall be paid in United States Dollars. Except as otherwise specified in this Agreement, the Joint Venture Company shall pay Micron for the amounts due, owing, and duly invoiced under this Agreement within [***] ([***]) days following delivery of an invoice therefore to such place as Micron may reasonably direct therein.
(a) General. All sales, use and other transfer taxes imposed directly on or solely as a result of the Services and payments therefore provided herein shall be stated separately on Microns invoice, collected from the Joint Venture Company and shall be remitted by Micron to the appropriate tax authority (Recoverable Taxes), unless the Joint Venture Company provides valid proof of tax exemption. When property is delivered and/or services are provided or the benefit of services occurs within jurisdictions in which collection and remittance of taxes by the Joint Venture Company is required by law, Micron shall have sole responsibility for payment of said taxes to the appropriate tax authorities. In the event such taxes are Recoverable Taxes and Micron does not collect tax from the Joint Venture Company or pay such taxes to the appropriate Governmental Entity on a timely basis, and is subsequently audited by any tax authority, liability of the Joint Venture Company will be limited to the tax assessment for such Recoverable Taxes, with no reimbursement for penalty or interest charges or other amounts incurred in connection therewith. Notwithstanding anything herein to the contrary, taxes other than Recoverable Taxes shall not be reimbursed by the Joint Venture Company, and each Party is responsible for its own respective income taxes (including franchise and other taxes based on net income or a variation thereof), taxes based upon gross revenues or receipts, and taxes with respect to general overhead, including but not limited to business and occupation taxes, and such taxes shall not be Recoverable Taxes.
(b) Withholding Taxes. In the event that the Joint Venture Company is prohibited by law from making payments to Micron unless the Joint Venture Company deducts or withholds taxes therefrom and remits such taxes to the local taxing jurisdiction, then the Joint Venture Company shall duly withhold and remit such taxes and shall pay to Micron the remaining net amount after the taxes have been withheld. Such taxes shall not be Recoverable Taxes and the Joint Venture Company shall not reimburse Micron for the amount of such taxes withheld.
6.7 Payment to Vendors. Micron shall be responsible for and shall hold the Joint Venture Company harmless for any and all payments to Microns contractors or vendors utilized in the performance of Manufacturing Services under this Agreement.
6.8 Shipment. Micron, in order to ensure timely and complete shipment of Probed Wafers to the Joint Venture Company, shall arrange for shipping to the Joint Venture Companys customer or assembly services provider. To the extent that the shipping charges, insurance, taxes, customs charges and any fees and duties in connection with such shipment are not charged to directly to a Joint Venture Company account, Micron shall pay such costs and invoice to the Joint Venture Company in under the appropriate services agreement between the Parties. Micron shall mark all shipping containers with necessary lifting, handling, and shipping information, Purchase Order number, date of shipment, and the names of the Joint Venture Company and applicable customer, is any. If no instructions are given, Micron shall select the most cost effective carrier, given the time constraints known to Micron. At the Joint Venture Companys request, Micron will provide drop-shipment of Probed Wafers to the Joint Venture Companys customers or as otherwise directed by the Joint Venture Company.
6.9 Packaging. All shipment packaging of the Probed Wafers produced in the course of the Manufacturing Services hereunder shall be in conformance with: (i) the Specifications; (ii) the Joint Venture Companys reasonable instructions; (iii) general industry standards to ensure resistance to damage that may occur during transportation. Marking on the packages shall be made by Micron in accordance with the Joint Venture Companys instructions.
6.10 Customs Clearance. Upon the Joint Venture Companys request, Micron will promptly provide the Joint Venture Company with a statement of origin for all Probed Wafers produced in the course of the Manufacturing Services hereunder and with applicable customs documentation for Probed Wafers wholly or partially manufactured outside of the country of import.
8.1 Visits. Micron will support the Joint Venture Companys and its customers reasonable requests for visits to the facility where Micron performs the Manufacturing Services hereunder for the purpose of reviewing Microns performance of the Manufacturing Services, including requests for further information and assistance in troubleshooting performance issues. Such requests shall be reasonably granted by Micron so long as such visits and meetings do not unduly interfere with Microns performance of the Manufacturing Services and other operations.
8.2 Performance Audit. The Joint Venture Companys and its customers representatives upon reasonable advance notice, shall have the right to observe Microns performance of Manufacturing Services at the Site during normal working hours as agreed by the Parties for the purposes of monitoring and auditing Microns performance of the Manufacturing Services and compliance with any requirements
set forth in this Agreement. Upon completion of the audit, Micron and the Joint Venture Company shall work in good faith to agree to an audit closure plan, which will be documented in the audit report issued by the Joint Venture Company. The Joint Venture Company may provide such audit report to its customers, subject to any confidentiality requirements.
8.3 Financial Audit. The Joint Venture Company reserves the right to have Microns books and records related to the pricing of Probed Wafers hereunder inspected and audited not more than [***] during any Fiscal Year to ensure compliance with Schedules 6.5 of this Agreement in regards to Pricing of Manufacturing Services. Such audit will be performed by an independent third party auditor acceptable to both Parties at the Joint Venture Companys expense. The Joint Venture Company shall provide [***] ([***]) days advance written notice to Micron of its desire to initiate an audit and the audit shall be scheduled so that it does not adversely impact or interrupt Microns business operations. If the audit reveals any material discrepancies, Micron or the Joint Venture Company shall reimburse the other, as applicable, for any material discrepancies within [***] ([***]) days after completion of the audit. The results of such audit shall be kept confidential by the auditor and only the discrepancies shall be reported to the Parties and the Joint Venture Companys customers, and be limited to discrepancies identified by the audit. Notwithstanding the foregoing, any auditor reports shall not disclose any Micron pricing or terms of purchase for any purchases of materials or equipment hereunder to the Joint Venture Companys customers other than Micron, absent written agreement from the customers respective legal counsel. If any audit reveals a material discrepancy, the Joint Venture Company may increase the frequency of such audits to quarterly for the subsequent [***] ([***]) month period.
8.4 Subcontractor; Vendor Visits. Upon the Joint Venture Companys reasonable written request, Micron shall take reasonable commercial efforts to request that its subcontractors or vendors, if any, utilized in the performance of the Manufacturing Services hereunder allow a Joint Venture Company or customer representative to visit the vendor or subcontractors site.
9.3 Inspections. The Joint Venture Company may, upon reasonable advance written notice, request samples of WIP upon which Micron is performing Manufacturing Services for purposes of
determining whether the Manufacturing Services meet or exceed the Performance Criteria and are performed in accordance with Process Specification, provided that the provision of such samples shall not materially impact Microns performance of the Manufacturing Services or its ability to meet delivery requirements under any accepted Purchase Order. Any samples provided hereunder shall be: (i) limited in quantity to the amount reasonably necessary for the purposes hereunder and (ii) included in the pricing. Micron shall provide reasonable assistance for the safety and convenience of the Joint Venture Company in obtaining the samples in such manner as shall not unreasonably hinder or delay Microns performance.
(a) If the Manufacturing Services performed hereunder include Hazardous Materials as determined in accordance with applicable law, Micron represents and warrants that Micron and Microns employees, agents, and subcontractors, if any, performing Manufacturing Services involving such materials shall be trained in accordance with applicable law regarding the nature of and hazards associated with the handling, transportation, and use of such Hazardous Materials, as applicable to Micron.
(b) To the extent required by applicable law, Micron shall provide the Joint Venture Company with Material Safety Data Sheets (MSDS) either prior to or accompanying any delivery of Probed Wafers to the Joint Venture Company.
11.1 Mutual General Indemnity. Subject to ARTICLE 12, each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all Indemnified Losses based on or attributable to any Third Party Claim or threatened Third Party Claim arising under this Agreement and as a result of the Indemnifying Partys negligence, gross negligence or willful misconduct of the Indemnifying Party or any of its respective officers, directors, employees, agents or subcontractors. Notwithstanding the foregoing, this Section 11.1 shall not apply to any claims or losses based on or attributable to intellectual property infringement.
12.5 Losses. Except as provided under Section 11.1, the Joint Venture Company and Micron each shall be responsible for Losses to their respective tangible personal or real property (whether owned or leased), and each Party agrees to look only to their own insurance arrangements with respect to such damages. The Joint Venture Company and Micron waive all rights to recover against each other, including each Partys insurers subrogation rights, if any, for any loss or damage to their respective tangible personal property or real property (whether owned or leased) from any cause covered by insurance maintained by each of them, including their respective deductibles or self-insured retentions. In the event of a loss hereunder involving a property, transit or crime event or occurrence that: (i) is insured under Microns insurance policies; (ii) a single insurance deductible applies; and (iii) the loss event or occurrence affects the insured ownership or insured legal interests of both Parties, then the Parties shall share the cost of the deductible in proportion to each Partys insured ownership or legal interests in relative proportion to the total insured ownership or legal interests of the Parties.
13.1 Term. The term of this Agreement commences on the Effective Date and continues in effect until the earlier of: (i) a period of ten (10) years from the Effective Date; (ii) the Liquidation Date (as defined the LLC Operating Agreement); (iii) termination by mutual agreement of the Parties; (iv) the date provided pursuant to Section 13.2; (v) the date of the Micron Minority Closing [i.e., 10% buy-out] as defined in Section 12.5(C)(1) of the LLC Operating Agreement, provided Micron exercises its option thereunder; (vi) sixty (60) days from the Micron Minority Closing provided Micron does not elect to purchase the [***] or all of the equity interest in any Facilities Company that [***] pursuant to Section 12.5(C)(1) of the LLC Operating Agreement or (vii) the closing of the purchase of all, but not less than all, of the [***] or all of the equity interest in any Facilities Company that [***] as defined in the LLC Operating Agreement pursuant to the Micron [***] Purchase Option set forth in Section 13.5 of the LLC Operating Agreement (such period of time, the Term).
13.2 Termination for Cause. Micron may terminate this Agreement for cause if the Joint Venture Company fails to make a payment which is due and payable under the terms of this Agreement and the Joint Venture Company fails to cure the same within one hundred eighty (180) days after receipt of written notice from the Micron, unless such failure to pay was in response to Microns material breach. The Joint Venture Company may terminate this Agreement for cause as agreed in Section 13.4(c).
13.3 Survival. Termination of this Agreement shall not affect any of the Parties respective rights accrued or obligations owed before termination including any rights or obligations of the Parties in respect of any accepted Purchase Orders existing at the time of termination. In addition, the following shall survive termination of this Agreement for any reason: Sections 2.7, 3.3, 4.5, 6.7 and 13.3 and ARTICLE 1, 9, 10, 12 and 14.
In the case of IM Flash Technologies, LLC:
IM Flash Technologies, LLC.
1550 East 3400 North
Lehi, Utah 84043
Attention: David A. Baglee; Rodney Morgan
Facsimile Number: (801) 767-5370
With a mandatory copy to:
2200 Mission College Blvd.
Santa Clara, California 95054
Attention: General Counsel
Facsimile Number: (408) 653-8050
In the case of Micron:
Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83707-0006
Attention: General Counsel
Facsimile Number: (208) 368-4540.
Either Party may change its address for notices upon giving ten (10) days written notice of such change to the other Party in the manner provided above.
Signature page follows
IN WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of the Parties hereto as of the Effective Date.
MICRON TECHNOLOGY, INC.
IM FLASH TECHNOLOGIES, LLC
/s/ STEVEN R. APPLETON
/s/ DAVID A. BAGLEE
Name: Steven R. Appleton
Name: David A. Baglee
Title: Chief Executive Officer and President
Title: Authorized Officer
/s/ RODNEY MORGAN
Name: Rodney Morgan
Title: Authorized Officer
THIS IS THE SIGNATURE PAGE FOR THE MANUFACTURING SERVICES AGREEMENT ENTERED INTO BY AND BETWEEN MICRON TECHNOLOGY, INC. AND IM FLASH TECHNOLOGIES, LLC
Affiliate means, with respect to any specified Person, a Person that directly or indirectly, including through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.
Agreement shall have the meaning set forth in the preamble to this Agreement.
Applicable Law means any applicable laws, statutes, rules, regulations, ordinances, orders, codes, arbitration awards, judgments, decrees or other legal requirements of any Governmental Entity.
Approved Business Plan shall have the meaning set forth in the Definitions of the LLC Operating Agreement.
Business Continuity Plan means a plan to recover the production process in the event of a natural disaster or any other event that disrupts the production process.
Business Day means a day that is not a Saturday, Sunday or other day on which commercial banking institutions in the State of New York are authorized or required by Applicable Law to be closed.
Confidentiality Agreement means that Mutual Confidentiality Agreement by and among the Joint Venture Company, Intel and Micron dated as of the Effective Date.
Confidential Information shall have the meaning set forth in Section 10.1 hereof.
Cycle-Time means the time required to process a unit through a portion of the production process (e.g., FAB, assembly, or final test) or through the production process as a whole.
Demand Forecast shall have the meaning set forth in Section 5.1(a).
Effective Date shall have the meaning set forth in the preamble to this Agreement.
Fiscal Quarter means any of the four financial accounting quarters within Microns Fiscal Year.
Fiscal Month means any of the twelve financial accounting months within Microns Fiscal Year.
Fiscal Year means the fiscal year of Micron for financial accounting purposes
Flash Memory Integrated Circuit shall have the meaning set forth in the LLC Operating Agreement.
Force Majeure Event shall have the meaning set forth in Section 14.1, hereof.
GAAP means United States generally accepted accounting principles as in effect from time to time.
Governmental Entity means any governmental authority or entity, including any agency, board, bureau, commission, court, department, subdivision or instrumentality thereof, or any arbitrator or arbitration panel.
Hazardous Materials means dangerous goods, chemicals, contaminants, substances, pollutants or any other materials that are defined as hazardous by relevant local, state, national, or international law, regulations and standards.
Indemnified Party shall mean any of the following to the extent entitled to seek indemnification under this Agreement: Intel, Micron, the Joint Venture Company, and their respective Affiliates, officers, directors, employees, agents, assigns and successors.
Indemnified Losses shall mean all direct, out-of-pocket liabilities, damages, losses, costs and expenses of any nature incurred by an Indemnified Party, including reasonable attorneys fees and consultants fees, and all damages, fines, penalties and judgments awarded or entered against an Indemnified Party, but specifically excluding any special, consequential or other types of indirect damages.
Indemnifying Party shall mean the Party owing a duty of indemnification to another Party with respect to a particular Third Party Claim.
Intel means Intel Corporation, a Delaware corporation.
Initial Business Plan shall have the meaning set forth in the LLC Operating Agreement.
Joint Development Program Agreement means that certain Joint Development by and between Intel and Micron dated as of the Effective Date.
Joint Venture Company means IM Flash Technologies, LLC, a Delaware limited liability company that is the subject of the Joint Venture Documents.
Joint Venture Documents shall have the meaning set forth in that certain Master Agreement by and between Intel and Micron.
Joint Venture Equipment shall have the meaning set forth in Section 3.1 hereof.
Liquidation Date shall have the meaning set forth in the LLC Operating Agreement.
LLC Operating Agreement means that Limited Liability Company Operating Agreement of the Joint Venture Company, LLC between Intel and Micron.
Losses shall mean, collectively, any and all insurable liabilities, damages, losses, costs and expenses (including reasonable attorneys and consultants fees and expenses).
Manufacturing Committee shall have the meaning set forth in Section 8.6 of the LLC Operating Agreement.
Manufacturing Plan shall have the meaning set forth in Section 11.6.A.1 of the LLC Operating Agreement.
Manufacturing Services shall have the meaning set forth on Schedule 2.1 hereof.
Manufacturing Services Forecast shall have the meaning set forth in Section 5.1(b) hereof.
Master Agreement shall mean that certain Master Agreement by and between Intel and Micron dated November 18, 2005.
Members means Micron and Intel.
Micron means Micron Technology, Inc., a Delaware corporation.
Micron Equipment shall have the meaning set forth in Section 4.1 hereof.
Minority Closing shall have the meaning set forth in the LLC Operating Agreement.
MTV Assets shall have the meaning set forth in the LLC Operating Agreement.
MTV Lease Agreement shall mean that certain MTV Lease Agreement by and between Intel and Micron.
NAND Flash Memory Integrated Circuit means a Flash Memory Integrated Circuit, where the memory cells included in the Flash Memory Integrated Circuit are arranged in groups of serially connected memory cells (each such group of serially connected memory cells called a string) in which the drain of each memory cell of a string (other than the first memory cell in the string) is connected in series to the source of another memory cell in such string, the gate of each memory cell in such string is
directly accessible, and the drain of the uppermost bit of such string is coupled to the bitline of the memory array.
NAND Flash Memory Product shall have the meaning set forth in the LLC Operating Agreement.
Party and Parties shall have the meaning set forth in the Recitals to this Agreement.
Performance Criteria means [***].
Person means any neutral person, corporation, joint stock company, limited liability company, association, partnership, firm joint venture, organization, individual, business, trust, estate or any other entity or organization of any kind or character from any form of association.
Price and Pricing shall have the meaning set forth in Schedule 6.5.
Prime Wafer(s) means raw silicon wafers.
Probe Testing means testing, using a probe test program as set forth in the applicable Specifications, of a wafer that has completed all processing steps deemed necessary to complete the creation of the desired NAND Flash Memory Integrated Circuits in the die on such wafer, the purpose of which test is to determine how many and which of the die constitute Probed Wafers, Secondary Silicon and Rejects.
Probed Wafer means a Prime Wafer that has been processed to the point of containing NAND Flash Memory Integrated Circuits organized in multiple semiconductor die and that has undergone Probe Testing to meet Specification, but before singulation of said die into individual semiconductor die.
Process Specification shall mean those specifications or documents used to describe, characterize, and define the process by which Prime Wafers become Probed Wafers.
Product Designs Development Agreement means that Product Designs Development Agreement by and between Intel and Micron dated as of the Effective Date.
Product Specifications shall mean those specifications used to describe, characterize, and define the quality and performance of NAND Flash Memory Product, including any interim performance requirements at Probe Testing or back-end testing.
Proposed Loading Plan shall have the meaning set forth in Section 5.1(c) hereof.
Provided Inputs shall have the meaning set forth in Section 13.4 hereof.
Purchase Order shall have the meaning set forth in Section 6.1 hereof.
Quality and Reliability means Product quality and reliability standards as set forth in the Product Specification.
Ramp Plan means the document which defines the process and key milestone schedule to build and ramp a silicon fabrication facility.
Receiving Party shall have the meaning set forth in Section 10.1 hereof.
Recoverable Taxes shall have the meaning set forth in Section 6.6, hereof.
Secondary Silicon shall mean a Prime Wafer that has been processed to the point of containing NAND Flash Memory Integrated Circuits organized in multiple semiconductor die and that has undergone Probe Testing (a) would otherwise constitute a Probed Wafer but for failure to achieve qualification and (b) otherwise conform to the applicable Secondary Silicon Specifications.
Semiconductor Manufacturing Technology shall have the meaning set forth in the Process Joint Development Program Agreement.
Site(s) shall mean the facilities described on Schedule 2.1 hereof.
Standard of Care shall have the meaning set forth in Section 9.1 hereof.
Subsidiary shall have the meaning set forth in the LLC Operating Agreement.
Technology License Agreement means that Technology License Agreement by and among the Joint Venture Company, Intel and Micron dated as of the Effective Date.
Term shall have the meaning set forth in Section 13.1 hereof.
Trigger Event shall have the meaning set forth in Section 13.4 hereof.
Third Party Claim shall mean any claim, demand, action, suit or proceeding, and any actual or threatened lawsuit, complaint, cross-complaint or counter-complaint, arbitration or other legal or arbitral proceeding of any nature, brought in any court, tribunal or judicial forum anywhere in the world, regardless of the manner in which such proceeding is captioned or styled, by any Person other than Intel, Micron, the Joint Venture Company and Affiliates of the foregoing, against an Indemnified Party, in each case alleging entitlement to any Indemnified Losses pursuant to any indemnification obligation under this Agreement.
Wafer Map shall mean a map in electronic form or other form as mutually agreed of a Probed Wafers processed by Micron pursuant to this Agreement, such map depicting the location of each die on the wafer and whether it constitutes a Product, Secondary Silicon or a Reject.
Wafer Start shall mean the initiation of Manufacturing Services with respect to a Prime Wafer.
Warranty Notice Period shall have the meaning set forth in Section 9.2 hereof.
Wholly-Owned Subsidiary shall have the meaning set forth in the LLC Operating Agreement.
WIP shall mean work in process of a Prime Wafer after Wafer Start towards but before becoming a NAND Flash Memory Wafer.