ARTICLES PAGE ARTICLE I Scope of the Agreement 3 ARTICLE II Term 6 ARTICLE III Management of the Project 6 ARTICLE IV Agreement Administration 8 ARTICLE V Obligation and Payment 8 ARTICLE VI Disputes 10 ARTICLE VII Patent Rights 11 ARTICLE VIII Data...

Exhibit 10.29

TECHNOLOGY REINVESTMENT PROJECT
TECHNOLOGY DEVELOPMENT AGREEMENT

BETWEEN

PLASTIC PACKAGING CONSORTIUM
c/o NATIONAL SEMICONDUCTOR CORPORATION
0000 XXXXX XXXX
XXXXXXXXX, XX 00000-0000

AND

THE ADVANCED RESEARCH PROJECTS AGENCY
0000 XXXXX XXXXXXX XXXXX
XXXXXXXXX, XX 00000-0000

CONCERNING

LOW COST PLASTIC PACKAGING RESEARCH AND DEVELOPMENT

Agreement No.: MDA972-95-3-0024
ARPA Order No.: C326/00
Total Amount of the Agreement: $19,192,716
Total Estimated Government Funding of the Agreement: $9,578,005
Funds Obligated: $7,445,949
Authority: 10 U.S.C. (S) 2371 & (S) 2511

Line of Appropriation:

AA 0000-000 0000 C326 P4V10 2525 DPAC 4 5270 503733 $7,445,949

This Agreement is entered into between the United States of America, hereinafter
called the Government represented by The Advanced Research Projects Agency
(ARPA), and the Plastic Packaging Consortium pursuant to and under U.S. Federal
law.

FOR PLASTIC PACKAGING CONSORTIUM FOR THE UNITED STATES OF AMERICA

NATIONAL SEMICONDUCTOR CORPORATION THE ADVANCED RESEARCH PROJECTS
AGENCY

/s/ Xxxxxx X. Xxxxxxx /s/ Xxx X. Register
---------------------------- ----------------------------
(Signature) (Signature)

Xxxxxx X. Xxxxxxx Xxx X. Register
Manager, Business Operations 3/17/95 Deputy Director for Management 3/23/95
------------------------------------ --------------------------------------
(Name, Title) (Date) (Name, Title) (Date)

AGREEMENT NUMBER: MDA972-95-3-0042
PAGE 2

TABLE OF CONTENTS

ARTICLES PAGE

ARTICLE I Scope of the Agreement 3
ARTICLE II Term 6
ARTICLE III Management of the Project 6
ARTICLE IV Agreement Administration 8
ARTICLE V Obligation and Payment 8
ARTICLE VI Disputes 10
ARTICLE VII Patent Rights 11
ARTICLE VIII Data Rights 14
ARTICLE IX Foreign Access to Technology 16
ARTICLE X Pre-Agreement Costs 17
ARTICLE XI Officials Not to Benefit 17
ARTICLE XII Civil Rights Act 17
ARTICLE XIII Order of Precedence 17
ARTICLE XIV Execution 17

ATTACHMENTS

ATTACHMENT 1 Statement of Work
ATTACHMENT 2 Report Requirements
ATTACHMENT 3 Schedule of Payments and Payable Milestones
ATTACHMENT 4 Funding Schedule
ATTACHMENT 5 List of Government and Consortium Representatives

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 3

ARTICLE I: SCOPE OF THE AGREEMENT

A. BACKGROUND

1. This Agreement is a Defense Dual-Use Critical Technology Partnership
awarded under the Congressionally funded Technology Reinvestment Project (TRP).
The mission of the TRP is to stimulate the transition to a growing, integrated,
national industry capability that provides the most advanced, affordable,
military systems and the most competitive commercial products. Within the
general Technology Development area of Low Cost Electronic Packaging, this
Agreement focuses specifically on advancing the technology and enhancing the
United States (U.S.) production capabilities of plastic packaging for integrated
microcircuits with the goal of enhancing both commercial and military customers
to employ plastic encapsulated integrated circuits (ICs) in a wide variety of
applications.

2. National Semiconductor Corporation (National), Amoco Chemical Company
(Amoco), Xxxxxxx Electronic Materials, Inc. (Xxxxxxx), The Dexter Corporation
(Dexter), Xxxx Corporation (Olin), Leading Technologies, Inc. (Leading
Technologies), Integrated Packaging Assembly Corporation (IPAC), Delco
Electronics Corporation (Delco), Xxxxxxxx Inc. (Xxxxxxxx), and Sandia National
Laboratories (Sandia), subcontractor to National have formed a partnership to
establish the infrastructure and competencies to manufacture low-cost, high-
density, and high-performance plastic packages on-shore. This initiative comes
from a growing need to improve complexity, performance and reliability of
plastic packages for military and commercial use while lowering the total cost
to allow for full commercialization. At the end of the two (2)-year program,
the on-shore infrastructure will be developed and plastic packaging technology
will be revolutionized. All plastic ICs will migrate to this technology.

3. The basic material and construction technology used in the manufacture
of plastic ICs has not changed in ten (10) years. During this time period IC
complexity, power, and speed requirements have increased significantly. This
trend in ICs characteristics and requirements will continue. In order to
address the future package demands for density, performance, cost, and
reliability, major changes in material and technology must be made.

4. The Plastic Packaging Consortium will develop the total supply chain
from packaging materials supply to a final low-cost on-shore assembly source.
The program will focus on three areas for improvements: plastic package
ruggedization plastic package thermal dissipation enhancement, and development
of high density plastic packages. Improvements will be achieved through
enhancements of molding compounds, die attach materials, leadframe
materials/design, and reliability characterization. The end result of this two
(2)-year program will be to introduce plastic package processes and material
which eliminate drybagging, eliminate popcorning, increase thermal conductivity,
increase operating temperature, decrease manufacturing process time, introduce
low-cost (stamped) fine-pitch leadframes, and introduce low-cost
substrate/interposer processes to be used on high-density packaging. These
improvements in environmental and quality levels will open up many new product
opportunities such as high-density multi-chip modules (MCMs), high-power
amplifiers, computer peripheral products and the military use of plastic ICs.

5. The Plastic Package Consortium team members were selected, with the
above expected results in mind, based on assessment of needs and core
competencies of candidates. A brief description of the capabilities of the team
members is listed as follows:

(a) Amoco is an energy company with sales of $40 billion. Amoco will
develop and supply epoxy molding compound resins for the three focus areas
of the TRP;

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 4

(b) Leading Technologies, Inc. is a U.S.-based leadframe supplier
with a combination of tooling, stamping, photo-etching and plating
capabilities. Leading Technologies will develop and supply fine pitch
leadframe designs, tooling and finished samples; heat sink designs, tooling
and finished samples; leadframe adhesives; and treatment processes for
unproved molding compound to frame adhesives;

(c) Delco is the largest manufacturer of automotive electronics in the
world. Delco will study and characterize epoxy molding compound properties
and die attach material and perform leadframe to epoxy adhesion analysis;

(d) Dexter is a $900 million polymer company which manufactures
polymer compounds, electronic materials and structural adhesives. Dexter
will develop and supply enhanced epoxy molding compounds for unproved
thermal performance, improved adhesion, reduced moisture absorption, and
lower stress. Dexter will also develop and supply enhanced die attach and
underfill materials;

(e) IPAC is a U.S.-based subcontracting assembly house. IPAC will
install 160 lead and 304 lead Plastic Quad Flat Pack (PQFP) and 625 lead
Ball Grid Array (BGA) manufacturing capability and provide test samples for
all focus areas;

(f) National is the second largest supplier of military ICs and the
fourth largest U.S. manufacturer of ICs. National will supply product
drivers for all three (3) focus areas and provide screening and an analysis
of EMC, die attach (D/A), leadframes materials, sample assembly and a final
technology demonstration;

(g) Olin is a manufacturer of chemical and metal products. Olin will
develop and supply new leadframe materials as well as an analysis of
adhesion characteristics to the Consortium;

(h) Xxxxxxx will develop and supply epoxy molding compounds for
unproved stress and moisture performance, unproved adhesion and higher
thermal conductivity;

(i) Sheldahl is the largest U.S. supplier of flexible printed
circuits. Sheldahl will design and supply interposers and substrates for
PQFP and BGA packages; and

(j) Sandia will supply assembly test chips for all focus areas of the
TRP.

6. A critical aspect of this program will be the commercialization of the
new technologies. Many companies, including NationaL supply dual-use products
that could employ these technologies. Currently, many IC products are
manufactured in unique, costly ceramic packages. As the size of the military
market declines, the economics of producing these ceramic encapsulated ICs will
become increasingly unfavorable. This program will enable improvements in
plastic package quality and reliability to levels that meet military
environmental and quality requirements. These improvements will make products
available directly from commercial suppliers and eliminate the need for separate
backend processing. National's strategy will be to introduce these technologies
into semiconductor products which have dual-uses (e.g. military, commercial and
avionics Other Equipment Manufacturers (OEMs)) first. This strategy will
leverage the low military volume with high commercial volume. Examples of
National's semiconductor products that could be selected include the Super I/O,
Precision Amplifiers and CLAy products.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 5

7. These technological advances in plastic packaging will be applied to
both military and commercial products. The future direction of the DoD is to
use an installed IC manufacturing infrastructure for military system
applications. This program will allow this to be achieved through the use of
on-shore assembly infrastructure. IC companies will have the choice of using
this infrastructure to produce products for the DoD without the threat of
foreign intervention.

8. The Plastic Package Consortium will create capabilities for world-
class manufacturing in the U.S. through the use of the Consortium's unique
teaming arrangement. This arrangement will accelerate market introduction of
distinctive packaging technologies and competencies and position the IC industry
to conduct more package production of leading-edge products in the U.S.

9. The new ruggedized packages and technology developed under this
program will create a new quality standard for all high-density plastic ICs.
The total U.S. market for high-lead count applications addressed by these
technologies is forcasted to be in excess of $7 billion by 1997 and growing
according to Dataquest, Inc. Many of the developments expected from this
program are also applicable to low-lead count applications, thereby increasing
the potential market for these products by a factor of three. In addition to
the existing commercial market, these technologies will serve military markets
by replacing a portion of the existing military ceramic market with plastic
packages, resulting in a reduction in cost on the order of three to five times
the current military IC package cost.

B. DEFINITIONS

1. Consortium - The group of companies or individual companies
collaborating to accomplish the objectives of this Agreement.

2. Consortium Member - A single company operating under the Articles of
Collaboration referred to in this Agreement.

3. Party or Parties - As the context requires, either the Government,
represented by ARPA, or the Consortium, or both.

4. Program - The effort described in the proposal submitted in response
to Solicitation No. SOL94-27, Defense Technology Conversion, Reinvestment, and
Assistance, entitled, "Low-Cost Plastic Packaging", and more particularly
defined in the Statement of Work, Attachment 1 hereto.

C. SCOPE

1. The Consortium shall perform a coordinated research and development
program (Program) designed to develop improved technology for plastic packages
for ICs and to enhance the U.S. plastic packaging assembly capabilities. The
research shall be carried out in accordance with the Statement of Work
incorporated in this Agreement as Attachment 1. The Consortium shall submit or
otherwise provide all documentation required by Attachment 2, Report
Requirements.

2. The Consortium shall be paid for each Payable Milestone accomplished
in accordance with the Schedule of Payments and Payable Milestones set forth in
Attachment 3 and the procedures of Article V. Both the Schedule of Payments and
the Funding Schedule set forth in Attachments 3 and 4 respectively may be
revised or updated in accordance with Article III.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 6

3. The Government and the Consortium (Parties) estimate that the
Statement of Work of this Agreement can only be accomplished with the Consortium
aggregate resource contribution of $9,614,711 from the effective date of this
Agreement through twenty-four (24) months thereafter. The Consortium intends
and, by entering into this Agreement, undertakes to cause to be provided these
funds. Consortium contributions will be provided as detailed in the Funding
Schedule set forth in Attachment 4. If either ARPA or the Consortium is unable
to provide its respective total contribution, the other party may reduce its
project funding by a proportional amount.

D. GOALS/OBJECTIVES

1. The goal of this Agreement is to advance the development of low-cost
advanced plastic packaging infrastructure and core competencies, which can be
employed by U.S. IC manufacturers for both military and commercial uses.

2. The Government will have continuous involvement with the Consortium.
The Government will also obtain access to research insults and certain rights in
data and patents pursuant to Articles VII and VIII. ARPA and the Consortium are
bound to each other by a duty of good faith and best reasonable research effort
in achieving the goals of the Consortium. This Agreement reflects the
collaborative document identified as "Articles of Collaboration for Plastic
Packaging Consortium," which document binds Consortium Members.

3. This Agreement is an "other transaction" pursuant to 10 U.S.C. (S)
2371. The Parties agree that the principal purpose of this Agreement is for the
Government to support and stimulate the Consortium to provide its best
reasonable efforts in advanced research and technology development and not for
the acquisition of property or services for the direct benefit or use of the
Government. The Federal Acquisition Regulation (FAR) and Department of Defense
FAR Supplement (DFARS) apply only as specifically referenced herein. This
Agreement is not a procurement contract or grant agreement for purposes of FAR
Subpart 31.205-18. This Agreement is not intended to be, nor shall it be
construed as, by implication or otherwise, a partnership, a corporation, or
other business organization.

ARTICLE II: TERM

A. THE TERM OF THIS AGREEMENT

The Program commences upon the date of the last signature hereon and continues
for twenty-four (24) months. If all funds are expended prior to the twenty-four
(24)-month duration, the Parties have no obligation to continue performance and
may elect to cease development at that point. Provisions of this Agreement,
which, by their express terms or by necessary implication, apply for periods of
time other than specified herein, shall be given effect, notwithstanding this
Article.

B. TERMINATION PROVISIONS

Subject to a reasonable determination that the program will not produce
beneficial results commensurate with the expenditure of resources, either Party
may terminate this Agreement by written notice to the other Party, provided that
such written notice is preceded by consultation between the Parties. In the
event of a termination of the Agreement, it is agreed that disposition of Data
developed under this Agreement shall be in accordance with the provisions set
forth in Article VIII, Data Rights. The Government, acting through the
Agreements Administrator, and the Consortium, acting through its

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 7

Consortium Management Committee, will negotiate in good faith a reasonable and
timely adjustment of all outstanding issues between the Parties as a result of
termination. Failure of the Parties to agree to a reasonable adjustment will be
resolved pursuant to Article VI, Disputes. The Government has no obligation to
reimburse the Consortium beyond the last completed and paid milestone if the
Consortium, acting through its Consortium Management Committee, decides to
terminate.

C. EXTENDING THE TERM

The Parties may extend by mutual written agreement the term of this Agreement if
funding availability and research opportunities reasonably warrant. Any
extension shall be formalized through modification of the Agreement by the
Agreements Administrator and the Consortium Administrator.

ARTICLE III: MANAGEMENT OF THE PROJECT

A. CONSORTIUM MEMBERS

Consortium Members, as set forth in the Articles of Collaboration of the
Consortium, are:

Amoco Chemical Company
Leading Technologies, Inc.
Delco Electronics Corporation
The Dexter Corporation
Integrated Packaging Assembly Corporation
National Semiconductor Corporation
Xxxx Corporation
Xxxxxxx Electronic Materials, Inc.
Xxxxxxxx, Inc.

B. CONSORTIUM MANAGEMENT COMMITTEE (CMC)

1. The CMC shall be comprised of one voting representative from each
Consortium Member, and in accordance with the Consortium Articles of
Collaboration, bind the Consortium Members. The following CMC decisions are
subject to ARPA approval:

(a) Changes to the Articles of Collaboration if such changes
substantially alter the relationship of the Parties as originally agreed
upon when the Agreement was executed;

(b) Changes to, or elimination of, any ARPA funding allocation to any
Consortium Member as technically and/or financially justified;

(d) Admission of additional or replacement Consortium Members.

2. The CMC, is responsible for establishing a schedule of regular
technical meetings, to be held on a quarterly basis. The CMC shall notify all
Consortium Members and the ARPA Program Manager of the established meeting
schedule and, in the event of changes to this schedule, shall notify all

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 8

Consortium Members and the ARPA Program Manager thirty (30) calendar days prior
to the next scheduled meeting.

3. A simple majority of the Program Managers (or designees) representing
the Consortium Members and the ARPA Program Manager (or designee) will
constitute a quorum at quarterly technical meetings. All technical decisions
shall be made by majority vote of the CMC and the ARPA Program Manager.

C. MANAGEMENT AND PROGRAM STRUCTURE

Technical and program management of the coordinated research program established
under this Agreement shall be accomplished through the management structure and
processes detailed in this Article.

1. Subject to the terms and conditions of the Articles of Collaboration
of the Consortium, the CMC shall be responsible for the overall management of
the Consortium including technical, programmatic, reporting, financial and
administrative matters.

2. The ARPA Program Manager shall fully participate in all meetings of
the CMC. Other Government personnel as deemed appropriate by the ARPA Program
Manager may also participate in the technical portion of these meetings.

D. PROGRAM MANAGEMENT PLANNING PROCESS

The program management and planning process shall be subject to quarterly and
annual reviews with inputs and review from the CMC and the ARPA Program Manager.

1. Initial Program Plan: The Consortium will follow the initial program
plan that is contained in the Statement of Work (Attachment 1), and the Schedule
of Payments and Payable Milestones (Attachment 3).

2. Overall Program Plan Annual Review

(a) The CMC, with ARPA Program Manager participation and review, will
prepare an overall Annual Program Plan in the first quarter of each
Agreement year. (For this purpose, each consecutive twelve (12) month
period from (and including) the month of execution of this Agreement during
which this Agreement shall remain in effect shall be considered an
"Agreement Year.") The Annual Program Plan will be presented and reviewed
at an annual site review concurrent with the appropriate quarterly meeting
of the CMC which will be attended by the Consortium Members, the ARPA
Program Manager, Senior ARPA management or other ARPA program managers and
personnel as appropriate. The CMC, with ARPA participation and review,
will prepare a final Annual Program Plan.

(b) The Annual Program Plan provides a detailed schedule of research
activities, commits the Consortium to use its best efforts to meet specific
performance objectives, includes forecasted expenditures and describes the
Payable Milestones. The Annual Program Plan will consolidate all prior
adjustments in the research schedule, including revisions/modifications to
payable milestones. Recommendations for changes, revisions or
modifications to the Agreement which result from the Annual Review shall be
made in accordance with the provisions of Article III, Section E.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 9

E. MODIFICATIONS

1. As a result of quarterly meetings, annual reviews, or at any time
during the term of the Agreement, research progress or results may indicate that
a change in the Statement of Work and/or the Payable Milestones, would be
beneficial to program objectives. Recommendations for modifications, including
justifications to support any changes to the Statement of Work and/or the
Payable Milestones, will be documented in a letter and submitted by the CMC to
the ARPA Program Manager with a copy to the ARPA Agreements Administrator. This
documentation letter will detail the technical, chronological, and financial
impact of the proposed modification to the research program. The CMC shall
approve any Agreement modification. The Government is not obligated to pay for
additional or revised Payable Milestones until the Payable Milestones Schedule
(Attachment 3) is formally revised by the ARPA Agreements Administrator and made
part of this Agreement.

2. The ARPA Program Manager shall be responsible for the review and
verification of any recommendations to revise or otherwise modify the Agreement
Statement of Work, Schedule of Payments or Payable Milestones, or other proposed
changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g. changes in
the paying office or appropriation data, changes to Government or Consortium
personnel identified in the Agreement, etc.) no signature is required by the
Consortium.

ARTICLE IV. AGREEMENT ADMINISTRATION

Unless otherwise provided in this Agreement, approvals permitted or required to
be made by ARPA may be made only by the ARPA Agreements Administrator.
Administrative and contractual matters under this Agreement shall be referred to
the following representatives of the parties:

ARPA: Xxxxx X. Xxxxx (Agreements Administrator) (000) 000-0000

CONSORTIUM: Xxxxxx X. Xxxxxxx (Consortium Administrator) (000) 000-0000

Technical matters under this Agreement shall be referred to the following
representatives:

ARPA: Xxxxxxxx X. Xxxxxxxx (Program Manager) (000) 000-0000

CONSORTIUM: Xxx Xxxxxx (Program Manager) (000) 000-0000

Each party may change its representatives named in this Article by written
notification to the other party.

ARTICLE V: OBLIGATION AND PAYMENT

A. OBLIGATION

1. The Government's liability to make payments to the Consortium is
limited to only those funds obligated under this Agreement or by amendment to
the Agreement. ARPA may incrementally fund this Agreement.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 10

2. If modification becomes necessary in performance of this Agreement,
pursuant to Article III, paragraph E, the ARPA Agreements Administrator and
Consortium Administrator shall execute a revised Schedule of Payable Milestones
consistent with the then current Program Plan.

B. PAYMENTS

1. In addition to any other financial reports provided or required, the
CMC shall notify the ARPA Agreements Administrator immediately if any
contribution from a Consortium Member is not made as required.

2. Prior to the submission of invoices to ARPA by the Consortium
Administrator, the Consortium shall have and maintain an established accounting
system which complies with Generally Accepted Accounting Principles, and with
the requirements of this Agreement, and shall ensure that appropriate
arrangements have been made for receiving, distributing and accounting for
Federal funds. The Parties recognize that as a conduit, the Consortium does not
incur nor does it allocate any indirect costs of its own to the Consortium
Member cost directly incurred pursuant to this Agreement. Consistent with this,
an acceptable accounting system will be one in which all cash receipts and
disbursements are controlled and documented properly.

3. The CMC shall document the accomplishments of each Payable Milestone
by submitting or otherwise providing the Payable Milestones Report required by
Attachment 2, Part E. The Consortium shall submit an original and one (1) copy
of all invoices to the Agreements Administrator for payment approval. After
written verification of the accomplishment of the Payable Milestone by the ARPA
Program Manager, and approval by the Agreements Administrator, the invoices will
be forwarded to the payment office within fifteen (15) calendar days of receipt
of the invoices at ARPA. Payments will be made by AFDW/FW, Attn: Commercial
Services, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Air Xxxxx Xxxx, Xxxxxxxxxx, XX
00000-0000 within fifteen (15) calendar days of ARPA's transmittal. Subject to
change only through written Agreement modification, payment shall be made to the
address of the Consortium Administrator set forth below.

4. Address of Payee: Plastic Packaging Consortium
c/o National Semiconductor Corporation
0000 Xxxxxxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxx Xxxxx, XX 00000-0000

Electronic Funds Transfer:
Bank of America
0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
TRANS/ABA Number 000000000
Account Number 123320369

5. Payments shall be made in the amounts set forth in the Attachment No.
3, provided the ARPA Program Manager has verified the accomplishment of the
Payable Milestones. It is recognized that the quarterly accounting of current
expenditures reported in the "Quarterly Business Status Report" submitted in
accordance with Attachment No. 2 is not necessarily intended or required to
match the Payable Milestones until submission of the Final Report; however,
payable milestones shall be revised during the course of the program to reflect
current and revised projected expenditures.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 11

6. Limitation of Funds: In no case shall the Government's financial
liability exceed the amount obligated under this Agreement.

7. Financial Records and Reports: The Consortium and Consortium Members
shall maintain adequate records to account for Federal funds received under this
Agreement and shall maintain adequate records to account for Consortium
Participant funding provided under this Agreement. Upon completion or
termination of this Agreement, whichever occurs earlier, the Consortium
Administrator shall furnish to the Agreements Administrator a copy of the final
report required by Attachment 2, Part F. The Consortium's and Consortium
Members' relevant financial records are subject to examination or audit on
behalf of ARPA by the Government for a period not to exceed three (3) years
after expiration of the term of this Agreement. The Agreements Administrator or
designee shall have direct access to sufficient records and information of the
Consortium and Consortium Members, to ensure full accountability for all funding
under this Agreement. Such audit, examination, or access shall be performed
during business hours on business days upon written notice received by the
audited party no less than five (5) working days prior to the requested audit
date and shall be subject to the security requirements of the audited party.
Notwithstanding the foregoing, it is recognized that many Consortium Members are
commercial firms whose accounting systems may not contain the level of detail
that is normally required by the FAR. Accordingly, the evaluating the
Consortium Members' contributions, the Government agrees to rely on the
principles of price analysis and value analysis to the maximum extent possible,
provided that the level of detail is reasonable to account fo the expenditure of
funds.

ARTICLE VI: DISPUTES

A. GENERAL

Parties shall communicate with one another in good faith and in a timely and
cooperative manner when raising issues under this Article.

B. DISPUTE RESOLUTION PROCEDURES

1. Any disagreement, claim or dispute between ARPA and the Consortium
concerning questions of fact or law arising from or in connection with this
Agreement, and, whether or not involving an alleged breach of this Agreement,
may be raised only under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the
Parties shall attempt to resolve the issue(s) involved by discussion and mutual
agreement as soon as practicable. In no event shall a dispute, disagreement or
misunderstanding which arose more than three (3) months prior to the
notification made under subparagraph B.3 of this article constitute the basis
for relief under this article unless the Director of ARPA in the interests of
justice waives this requirement.

3. Failing resolution by mutual agreement, the aggrieved Party shall
document the dispute, disagreement, or misunderstanding by notifying the other
Party (through the ARPA Agreements Administrator or Consortium Administrator, as
the case may be) in writing of the relevant facts, identify unresolved issues,
and specify the clarification or remedy sought within five (5) working days
after providing notice to the other Party, the aggrieved Party may, in writing,
request a joint decision by the ARPA Deputy Director for Management and the
SEMATECH General Counsel and Secretary as appointed by the CMC of the
Consortium. The other Party shall submit a written position on the matter(s) in
dispute within thirty (30) calendar days after being notified that a decision
has been requested.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 12

The Deputy Director for Management and the Consortium Representative shall
conduct a review of the matter(s) in dispute and render a decision in writing
within thirty (30) calendar days of receipt of such written position. Any such
joint decision is final and binding unless a Party shall within thirty (30)
calendar days request further review as provided in this Article.

4. Upon written request to the Director of ARPA, made within thirty (30)
calendar days or upon unavailability of a joint decision under subparagraph B.3
above, the dispute shall be further reviewed. The Director of ARPA may elect to
conduct this review personally or through a designee or jointly with the
SEMATECH General Counsel and Secretary as appointed by the CMC of the
Consortium. Following the review, the Director of ARPA or designee will resolve
the issue(s) and notify the Parties in writing. Such resolution is not subject
to further administrative review and, to the extent permitted by law, shall be
final and binding.

5. Subject only to this article and 41 U.S.C. (S) 321-322, if not
satisfied with the results of completing the above process, either Party may
within thirty (30) calendar days of receipt of the notice in subparagraph B.3
above pursue any right and remedy in a court of competent jurisdiction.

C. LIMITATION OF DAMAGES

Claims for damages of any nature whatsoever pursued under this Agreement shall
be limited to direct damages only up to the aggregate amount of ARPA funding
disbursed as of the time the dispute arises. In no event shall ARPA be liable
for claims for consequential, punitive, special and incidental damages, claims
for lost profits, or other indirect damages. ARPA agrees that there is no joint
and several liability within the Consortium. The Consortium disclaims any
liability for consequential, indirect or special damages, except when such
damages are caused by the willful misconduct of Consortium Managerial personnel.
In no event shall the liability of a Consortium Member or any other entity
performing research activities under this Agreement exceed the funding it has
received up to the time of incurring such liability.

ARTICLE VII: PATENT RIGHTS

A. DEFINITIONS

1. "Invention" means any invention or discovery which is or may be
patentable or otherwise protectable under Title 35 of the United States Code.

2. "Made" when used in relation to any invention means the conception or
first actual reduction to practice of such invention.

3. "Practical application" means to manufacture, in the case of a
composition of product; to practice, in the case of a process or method, or to
operate, in the case of a machine or system; and, in each case, under such
conditions as to establish that the invention is capable of being utilized and
that its benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms.

4. "Subject invention" means any invention of a Consortium Member
conceived or first actually reduced to practice in the performance of work under
this Agreement.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 13

B. ALLOCATION OF PRINCIPAL RIGHTS

Unless the Consortium shall have notified ARPA (in accordance with subparagraph
C.2 below) that the Consortium does not intend to retain title, the Consortium
shall retain the entire right title, and interest throughout the world to each
subject invention consistent with the provisions of the Articles of
Collaboration, this Article, and 35 U.S.C. (S) 202. With respect to any subject
invention in which the Consortium retains title, ARPA shall have a nonexclusive,
nontransferable, irrevocable, paid-up license to practice or have practiced on
behalf of the United States the subject invention throughout the world for
United States Government purposes only. Notwithstanding the above, the
Consortium may elect as defined in its Articles of Collaboration to provide full
or partial rights that it has retained to Consortium Members or other parties.

C. INVENTION DISCLOSURE, ELECTION OF TITLE, AND FILING OF PATENT APPLICATION

1. The Consortium shall disclose each subject invention to ARPA within
four (4) months after the inventor discloses it in writing to his company
personnel responsible for patent matters. The disclosure to ARPA shall be in
the form of a written report and shall identify the Agreement under which the
invention was made and the identity of the inventor(s). It shall be
sufficiently complete in technical detail to convey a clear understanding to the
extent known at the time of the disclosure, of the nature, purpose, operation,
and the physical, chemical, biological or electrical characteristics of the
invention. The disclosure shall also identify any publication, sale, or public
use of the invention and whether a manuscript describing the invention has been
submitted for publication and, if so, whether it has been accepted for
publication at the time of disclosure.

2. If the Consortium determines that it does not intend to retain title
to any such invention, the Consortium shall notify ARPA, in writing, within
eight (8) months of disclosure to ARPA. However, in any case where publication,
sale, or public use has initiated the one (1)-year statutory period wherein
valid patent protection can still be obtained in the United States, the period
for such notice may be shortened by ARPA to a date that is no more than sixty
(60) calendar days prior to the end of the statutory period.

3. The Consortium shall file its initial patent application on a subject
invention to which it elects to retain title within one (1) year after election
of title or, if earlier, prior to the end of the statutory period wherein valid
patent protection can be obtained in the United States after a publication, or
sale, or public use. The Consortium may elect to file patent applications in
additional countries (including the European Patent Office and the Patent
Cooperation Treaty) within either ten (10) months of the corresponding initial
patent application or six (6) months from the date permission is granted by the
Commissioner of Patents and Trademarks to file foreign patent applications,
where such filing has been prohibited by a Secrecy Order.

4. Requests for extension of the time for disclosure election, and filing
under Article VII, paragraph C, may, at the discretion of ARPA, and after
considering the position of the Consortium, be granted.

D. CONDITIONS WHEN THE GOVERNMENT MAY OBTAIN TITLE

Upon ARPA's written request the Consortium shall convey title to any subject
invention to ARPA under any of the following conditions:

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 14

1. If the Consortium fails to disclose or elects not to retain title to
the subject invention within the times specified in paragraph C of this Article;
provided, that ARPA may only request title within sixty (60) calendar days after
learning of the failure of the Consortium to disclose or elect within the
specified times.

2. In those countries in which the Consortium fails to file patent
applications within the times specified in paragraph C of this Article;
provided, that if the Consortium has filed a patent application in a country
after the times specified in paragraph C of this Article, but prior to its
receipt of the written request by ARPA, the Consortium shall continue to retain
title in that country; or

3. In any country in which the Consortium decides not to continue the
prosecution of any application for, to pay the maintenance fees on, or defend in
reexamination or opposition proceedings on, a patent on a subject invention.

E. MINIMUM RIGHTS TO THE CONSORTIUM AND PROTECTION OF THE CONSORTIUM'S RIGHT
TO FILE

1. The Consortium shall retain a non-exclusive, royalty-free license
throughout the world in each subject invention to which the Government obtains
title, except if the Consortium fails to disclose the invention within the times
specified in paragraph C of this Article. The Consortium license extends to the
domestic (including Canada) subsidiaries and affiliates, if any, of the
Consortium Members within the corporate structure of which the Consortium Member
is a party and includes the right to grant licenses of the same scope to the
extent that the Consortium was legally obligated to do so at the time the
Agreement was awarded. The license is transferable only within the approval of
ARPA, except when transferred to the successor of that part of the business to
which the invention pertains. ARPA approval for license transfer shall not be
unreasonably withheld.

2. The Consortium domestic license may be revoked or modified by ARPA to
the extent necessary to achieve expeditious practical application of the subject
invention pursuant to an application for an exclusive license submitted
consistent with appropriate provisions at 37 CFR Part 404. This license shall
not be revoked in that field of use or the geographical areas in which the
Consortium has achieved practical application and continues to make the benefits
of the invention reasonably accessible to the public. The license in any
foreign country may be revoked or modified at the discretion of ARPA to the
extent the Consortium, its licensees, or the subsidiaries or affiliates have
failed to achieve practical application in that foreign country.

3. Before revocation or modification of the license, ARPA shall furnish
the Consortium a written notice of its intention to revoke or modify the
license, and the Consortium shall be allowed thirty (30) calendar days (or such
other time as may be authorized for good cause shown) after the notice to show
cause why the license should not be revoked or modified.

F. ACTION TO PROTECT THE GOVERNMENT'S INTEREST

1. The Consortium agrees to execute or to have executed and promptly
deliver to ARPA all instruments necessary to (i) establish or confirm the rights
the Government has throughout the world in those subject inventions to which the
Consortium elects to retain title, and (ii) convey title to ARPA when requested
under paragraph D of this Article and to enable the Government to obtain patent
protection throughout the world in that subject invention.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 15

2. The Consortium agrees to require, by written agreement, that employees
of the Members of the Consortium working on the Consortium, other than clerical
and nontechnical employees, agree to disclose promptly in writing, to personnel
identified as responsible for the administration of patent matters and in a
format acceptable to the Consortium, each subject invention made under this
Agreement in order that the Consortium can comply with the disclosure provisions
of paragraph C of this Article. The Consortium shall instruct employees,
through employee agreements or other suitable educational programs, on the
importance of reporting inventions in sufficient time to permit the filing of
patent applications prior to U.S. or foreign statutory bars.

3. The Consortium shall notify ARPA of any decisions not to continue the
prosecution of a patent application, pay maintenance fees, or defend in a
reexamination or opposition proceedings on a patent, in any country, not less
than thirty (30) calendar days before the expiration of the response period
required by the relevant patent office.

4. The Consortium shall include, within the specification of any United
States patent application and any patent issuing thereon covering a subject
invention, the following statement: "This invention was made with Government
support under Agreement No. MDA972-95-3-0024 awarded by ARPA. The Government
has certain rights in the invention."

G. LOWER TIER AGREEMENTS

1. The Consortium shall include this Article, suitably modified, to
identify the Parties, in all subcontracts or lower tier agreements, regardless
of tier, for experimental, developmental, or research work.

2. In the case of a lower tier agreement with a vendor, at any tier,
ARPA, the vendor, and the Consortium agree that the mutual obligations of the
parties created by this Article flow down to the vendor and constitute an
agreement between the vendor and ARPA with respect to the matters covered by
this Article.

H. REPORTING ON UTILIZATION OF SUBJECT INVENTIONS

The Consortium agrees to submit during the term of the Agreement, periodic
reports no more frequently than annually on the utilization of a subject
invention or on efforts at obtaining such utilization of a subject invention or
on efforts at obtaining such utilization that are being made by the Consortium
or licensees or assignees of the inventor. Such reports shall include
information regarding the status of development, date of first commercial sale
or use, gross royalties received by the Consortium subcontractor(s), and such
other data and information as the agency may reasonably specify. The Consortium
also agrees to provide additional reports as may be requested by ARPA in
connection with any march-in proceedings undertaken by ARPA in accordance with
paragraph J of this Article. Consistent with 35 U.S.C. (S) 202(c)(5), ARPA
agrees it shall not disclose such information to persons outside the Government
without permission of the Consortium.

I. PREFERENCE FOR AMERICAN INDUSTRY

Notwithstanding any other provision of this clause, the Consortium agrees that
it shall not grant to any person the exclusive right to use or sell any subject
invention in the United States or Canada unless such person agrees that any
product embodying the subject invention or produced through the use of the
subject invention shall be manufactured substantially in the United States or
Canada. However, in

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 16

individual cases, the requirements for such an agreement my be waived by ARPA
upon a showing by the Consortium that reasonable but unsuccessful efforts have
been made to grant licenses on similar terms to potential licensees that would
be likely to manufacture substantially in the United States or that, under the
circumstances, domestic manufacture is not commercially feasible.

J. MARCH-IN RIGHTS

The Consortium agrees that with respect to any subject invention in which it has
retained title, ARPA has the right to require the Consortium, an assignee, or
exclusive licensee of a subject invention to grant a non-exclusive license to a
responsible applicant or applicants, upon terms that are reasonable under the
circumstances, and if the Consortium assignee, or exclusive licensee refuses
such a request, ARPA has the right to grant such a license itself if ARPA
determines that:

1. Such action is necessary because the Consortium or assignee has not
taken effective steps, consistent with the intent of this Agreement to achieve
practical application of the subject invention;

2. Such action is necessary to alleviate health or safety needs which are
not reasonably satisfied by the Consortium, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such
requirements are not reasonably satisfied by the Consortium, assignee, or
licensees; or

4. Such action is necessary because the agreement required by paragraph
(I) of this Article has not been obtained or waived or because a licensee of the
exclusive right to use or sell any subject invention in the United States is in
breach of such Agreement.

K. ALTERNATE PROCEDURES FOR PATENT RIGHTS

Notwithstanding the provisions of subparagraph C.1. above, the Consortium may
elect to follow the procedures in this paragraph (which may be referred to as
"alternate" subparagraph C.1.):

1. The Consortium shall disclose each subject invention to ARPA within
eight (8) months after the inventor discloses it in writing to his company
personnel responsible for patent matters. The Consortium invention shall be
disclosed to ARPA in writing in the form of a summary written report (Invention
Summary Report) identifying the Agreement under which the invention was made,
the identity of the inventor(s), and the Consortium Member company. The
Invention Summary Report shall outline the nature, purpose, and operation of the
invention. A copy of the patent application shall be on file in the Consortium
Document Repository located at National Semiconductor Corporation in Sunnyvale,
California for Government review. Detailed technical information excluded for
the Invention Summary Report shall also be on file in the Consortium Document
Repository. The Invention Summary Report shall also identify any publication,
sale, or public use of the invention and whether a manuscript describing the
invention has been submitted for publication and, if so, whether it has been
accepted for publication at the time of disclosure.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 17

ARTICLE VIII: DATA RIGHTS

A. DEFINITIONS

1. "Government Purpose Rights", as used in this article, means rights to
use, duplicate, or disclose Data, in whole or in part and in any manner, for
Government purposes only, and to have or permit others to do so for Government
purposes only.

2. "Unlimited Rights", as used in this article, means rights to use,
duplicate, release, or disclose, Data in whole or in part, in any manner and for
any purposes whatsoever, and to have or permit others to do so.

3. "Data", as used in this article, means recorded information,
regardless of form or method of recording, which includes but is not limited to,
technical data, software, trade secrets, and mask works. The term does not
include financial, administrative, cost, pricing or management information and
does not include subject inventions included under Article VII.

B. ALLOCATION OF PRINCIPAL RIGHTS

1. This Agreement shall be performed with mixed Government and Consortium
funding. The Parties agree that in consideration for Government funding, the
Consortium intends to reduce to practical application items, components and
processes developed under this Agreement.

2. The Consortium agrees to retain and maintain in good condition until
five (5) years after completion or termination of this Agreement, all Data
necessary to achieve practical application. In the event of exercise of the
Government's March-in Rights as set forth under Article VII or subparagraph B.3
of this article, the Consortium acting through its CMC, agrees, upon written
request from the Government, to deliver at no additional cost to the Government,
all Data necessary to achieve practical application within sixty (60) calendar
days from the date of the written request. The Government shall retain
Unlimited Rights, as defined in paragraph A above, to this delivered Data.

3. The Consortium agrees that, with respect to Data necessary to achieve
practical application, ARPA has the right to require the Consortium to deliver
all such Data to ARPA in accordance with its reasonable directions if ARPA
determines that:

(a) Such action is necessary because the Consortium or assignee has
not taken effective steps, consistent with the intent of this Agreement to
achieve practical application of the technology developed during the
performance of this Agreement;

(b) Such action is necessary to alleviate health or safety needs which
are not reasonably satisfied by the Consortium, assignee, or their
licensees; or

(c) Such action is necessary to meet requirements for public use and
such requirements are not reasonably satisfied by the Consortium, assignee,
or licensees.

4. With respect to Data delivered pursuant to Attachment 2, the
Government shall receive Government Purpose Rights, as defined in paragraph A
above. With respect to all Data delivered, in the event of the Government's
exercise of its right under subparagraph B.2 of this article, the Government
shall receive Unlimited Rights.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 18

5. Notwithstanding the above, the Government shall have no rights to and
shall not require delivery of Xxxx Corporation's trade secret and know-how
information developed at private expense prior to the effective date of the
Agreement or prior to the incurrence of any pre-agreement costs as set forth in
Article X that relates to equipment specifications and designs, maintenance
practices and procedures and engineering practices and procedures for melting,
casting, hot rolling, cold rolling, annealing, and cleaning and slitting
processes.

C. MARKING OF DATA

Pursuant to paragraph B above, any Data delivered under thus Agreement shall be
marked with the following legend:

Use, duplication, or disclosure is subject to the restrictions as stated in
Agreement MDA972-95-3-0024 between the Government and the Consortium.

D. LOWER TIER AGREEMENTS

The Consortium shall include this Article, suitably modified to identify the
Parties, in all subcontracts or lower tier agreements, regardless of tier, for
experimental, developmental, or research work.

ARTICLE IX: FOREIGN ACCESS TO TECHNOLOGY

This Article shall remain in effect during the term of the Agreement and for
three (3) years thereafter.

A. DEFINITION

"Foreign Firm or Institution" means a firm or institution organized or
existing under the laws of a country other than the United States, its
territories, or possessions. The term includes, for purposes of this Agreement,
any agency or instrumentality of a foreign government; and firms, institutions
or business organizations which are owned or substantially controlled by foreign
governments, firms, institutions, or individuals.

"Know-How" means all information including, but not limited to discoveries,
formulas, materials, inventions, processes, ideas, approaches, concepts,
techniques, methods, software, programs, documentation, procedures, firmware,
hardware, technical data, specifications, devices, apparatus and machines.

"Technology" means discoveries, innovations, Know-How and inventions,
whether patentable or not, including computer software, recognized under U.S.
law as intellectual creations to which rights of ownership accrue, including,
but not limited to, patents, trade secrets, maskworks, and copyrights developed
under this Agreement.

B. GENERAL

The Parties agree that research findings and technology developments arising
under this Agreement may constitute a significant enhancement to the national
defense, and to the economic vitality of the United States. Accordingly, access
to important technology developments under this Agreement by Foreign Firms or
Institutions must be carefully controlled. The controls contemplated in this
Article are in addition to,

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 19

and are not intended to change or supersede, the provisions of the International
Traffic in Arms Regulation (22 CFR pt. 121 et seq.), the DoD Industrial Security
Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15
CFR pt. 770 et seq.)

C. RESTRICTIONS ON SALE OR TRANSFER OF TECHNOLOGY TO FOREIGN FIRMS OR
INSTITUTIONS

1. In order to promote the national security interests of the United
States and to effectuate the policies that underlie the regulations cited above,
the procedures stated in subparagraphs C.2, C.3, and C.4 below shall apply to
any transfer of Technology. For purposes of this paragraph, a transfer includes
a sale of the company, and sales or licensing of Technology. Transfers do not
include:

(a) sales of products or components, or
(b) licenses of software or documentation related to sales of products
or components, or
(c) transfer to foreign subsidiaries of the Consortium participants
for purposes related to this Agreement, or
(d) transfer which provides access to Technology to a Foreign Firm or
Institution which is an approved source of supply or source for the conduct
of research under this Agreement provided that such transfer shall be
limited to that necessary to allow the firm or institution to perform its
approved role under this Agreement

2. The Consortium shall provide timely notice to ARPA of any proposed
transfers from the Consortium of Technology developed under this Agreement to
Foreign Firm or Institutions. If ARPA determines that the transfer may have
adverse consequences to the national security interests of the United States,
the Consortium, its vendors, and ARPA shall jointly endeavor to find
alternatives to the proposed transfer which obviate or mitigate potential
adverse consequences of the transfer but which provide substantially equivalent
benefits to the Consortium.

3. In any event, the Consortium shall provide written notice to the ARPA
Program Manager and Agreements Administrator of any proposed transfer to a
foreign firm or institution at least sixty (60) calendar days prior to the
proposed date of transfer. Such notice shall cite this Article and shall state
specifically what is to be transferred and the general terms of the transfer.
Within thirty (30) calendar days of receipt of the Consortium's written
notification, the ARPA Agreements Administrator shall advise the Consortium
whether it consents to the proposed transfer. In cases where ARPA does not
concur or sixty (60) calendar days after receipt and ARPA provides no decision,
the Consortium may utilize the procedures under Article VI, Disputes. No
transfer shall take place until a decision is rendered.

4. Except as provided in subparagraph C.1 above and in the event the
transfer of Technology to Foreign Firms or Institutions is approved by ARPA, the
Consortium shall negotiate a license with the Government to the Technology under
terms that are reasonable under the circumstances.

D. LOWER TIER AGREEMENTS

The Consortium shall include this Article, suitably modified, to identify the
Parties, in all subcontracts or lower tier agreements, regardless of tier, for
experimental, developmental, or research work.

AGREEMENT NUMBER: MDA972-95-3-0024
PAGE 20

ARTICLE X: PRE-AGREEMENT COSTS

Costs incurred on or after November 21, 1994 by the Consortium to accomplish the
Tasks set forth in the Statement of Work, Attachment 1 hereto, shall be
allowable contributions and credited toward the Consortium's contribution to the
Agreement.

ARTICLE XI: OFFICIALS NOT TO BENEFIT

No member of Congress shall be admitted to any share or part of any contract or
agreement made, entered into, or accepted by or on behalf of the United States,
or to any benefit to arise thereupon.

ARTICLE XII: CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the
Civil Rights Act of 1964 as amended (42 U.S.C. 2000-d) relating to
nondiscrimination in Federally assisted programs. Each Consortium Member
company has signed an Assurance of Compliance with the nondiscriminatory
provisions of the Act. The Parties recognize that since the Consortium has no
employees, that compliance is the responsibility of each Consortium Member.

ARTICLE XIII: ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of this Agreement and
language set forth in the Consortium's Articles of Collaboration, the
inconsistency shall be resolved by giving precedence in the following order (1)
The Agreement (2) Attachments to the Agreement, (3) Consortium Articles of
Collaboration.

ARTICLE XIV: EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions among the Parties, whether oral or written, with respect to the
subject matter hereof. This Agreement may be revised only by written consent of
the CMC and ARPA Agreements Administrator. This Agreement or modifications
thereto, may be executed in counterparts each of which shall be deemed as
original, but all of which taken together shall constitute one and the same
instrument.

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 1

STATEMENT OF WORK

(INITIAL PROGRAM PLAN)

The Plastic Packaging program will establish the required infrastructure
and enabling technologies in three key Focus Areas. Benefits gained from these
interdependent, and yet individual areas, are sufficiently broad-based to be
widely applicable to the entire packaging industry. The three key Focus Areas
are:

1. Plastic Package Ruggedization,
2. Plastic Package Thermal Dissipation, and
3. High-Density Plastic Packaging

These interrelated Focus Areas offer synergistic solutions for cost-effective,
high-volume packaging with improved reliability and performance.

1.0 Plastic Package Ruggedization - (Focus Area 1)

This area will develop enabling technologies to reduce cost and enhance the
reliability of plastic packages during assembly and field operation.
Reliability issues applicable to plastic ICs include interfacial delamination,
package cracking ("popcorning'), and stress induced failures.

1.1 Description of Problem

Die interfacial delamination occurs due to excessive shear strength
breaking the interfacial bond between the die or die coating and the molding
compound. Factors governing delamination include the net thermal displacement
during thermal excursion, the gap between the epoxy and the device surface after
separation, the topography of the device, and the adhesion strength of the
molding compound. The resultant effect of these factors can be device failure.

Package cracking, or popcorning, occurs during assembly operations. In
this case the hygroscopic molding compound absorbs moisture when exposed to
typical manufacturing conditions. If moisture has accumulated past a package-
dependent critical concentration the solder reflow conditions (230-260 deg C)
cause water to vaporize. Pressure builds up inside the package and eventually,
steam is released along the path of least resistance causing cracking of the
compound. To avoid popcorning today, packages are baked and then shipped in
drybags which is very costly.

Stress-induced failures are equally damaging to devices. The thermal
mismatch between silicon and the materials inside the package causes stresses
and induces defects ranging from cosmetic passivation cracking to metal line
shift, dielectric cracking, and even die fracture.

"Ruggedization" of the packages will enhance the package reliability during
board assembly and adverse field conditions. In turn, mean-time-to-failure,
will increase the cost-effectiveness of packaging. The enabling technologies
proposed in this Focus Area will address these major reliability issues plaguing
plastic packaging.

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 2

1.2 Key Metrics

The key metrics for success for Focus Area 1 are to obtain:

* No interfacial delamination (e.g., between molding compound and
die surface, molding compound and leadframe, and, die attach
(d/a) and leadframe),
* An unlimited shelf life at 30 deg. C/90% RH without drybagging,
("Anti-popcorning")
* No sum-induced device failures (e.g., metal line shift,
passivation cracking, dielectric cracking, and die cracking), and
* A team cost target improvement over SIA roadmap of 50% to a cost
of $0.005/lead up to 300-lead PQFP.

1.3 Technical Approach

To achieve these four metrics, five major components will be addressed:

1. Molding Compound Enhancement,
2. Die Attach Enhancement,
3. Leadframe Enhancement,
4. Reliability Characterization, and
5. Technology Demonstration

1.3.1 Molding Compound Enhancement

New resin formulations and additives will be developed to provide properties for
enhanced reliability. The metric improvements listed below use the current low-
stress molding compounds as benchmark. The metric improvements:

* Reduce water uptake by 50% for unproved leadframe adhesion and
better anti-popcorning,
* Increase the hot strength at 240 deg C by a factor of 2,
* Lower the stress index by at least 25%,
* Increase the Tg of the anti-popcorning compound from 140 deg C to
> 160 deg.,
* Decrease the cure time by 25%, and
* Lower compound viscosity by 25%.

1.3.2 Die Attach Enhancement

Using the epoxy-based die attach material as a benchmark, development of die
attach formulations will aim at:

* Eliminating voiding in the die attach,
* Increasing the adhesion strength between the molding compound and
the die attach surface by 50% at 240 deg C,
* Decreasing cure time by 50% at 160 deg C,
* Reducing water uptake by 50% for improved leadframe adhesion and
better anti-popcorning, and
* Developing new cyanate ester-based materials with:

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 3

**Hot strength superior to epoxies at 260 deg C by 50%,
**Stress index lower by at least 25%, and
**Unique stable moisture-resistant properties.

1.3.3 Leadframe Enhancement

Key reliability issues affecting the interface between leadframe, the molding
compound, and the die attach are:

* Increasing the interfacial adhesion to the molding compound and
the die attach media.
* Optimizing or replacing the polyamide tape on the leadframe to
improve adhesion, and
* Developing and characterizing a new lead frame alloy with higher
strength for fine pitch stamping and in process handling.

1.3.4 Reliability Characterization

The test methodology, processing, and material properties of key materials of
construction in IC packaging will be fully characterized. The following will be
accomplished:

* Materials screening - Various combinations of materials will be
evaluated through design of experiments which will include
evaluating the different choices for synergistic interaction;
* The evaluation of adhesion and stress characteristics of die
coatings;
* The characterization of mold compounds to include
manufacturability assessment (e.g. curing kinetics, rheology, and
moldability) and mechanical characteristics (coefficient of
thermal expansion, modulus, fracture strength, and adhesion);
* Assembly Test Chips (ATCs) will be obtained for use in the
evaluation of package properties; and
* Reliability testing of the test ICs and product vehicles will be
performed.

1.3.5 Technology Demonstration

The enabling technologies for ruggedizing the packages will be validated with
commercial product vehicles. The reliability test will follow mil-approved
standards. Products could include but will not be limited to National's Super
I/O and CLAy chips.

2.0 Plastic Package Thermal Dissipation (Focus Area 2)

The objective of this Focus Area is to develop enabling technologies which will
enhance the thermal dissipation characteristics of the plastic packages.

2.1 Description of Problem

Devices are operating at increasingly faster speeds and frequencies, and
generating more heat. Thus, to keep up with the speed performance curve,
improved thermal dissipation becomes a necessity. The typical thermal path
available for plastic packages mounted on boards is through the molding
compound, along

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 4

the leadframe, and to the metal traces on the board. This path can be enhanced
with the use of heat spreaders imbedded into the package and with improved
thermal characteristics of the materials.

2.2 Key Metrics

The key metrics for success for Focus Area 2 are:

* High temperature operation (175 deg C),
* High thermal dissipation (Theta-ja improvement by 505 on 160 PQFP
to 20 deg. C / Watt),
* High Temperature Reliability,
* Fine Pitch stamped leadframes with heat spreaders of heat slugs,
and
* A cost target for the thermally enhanced package of $0.002 / lead
over the standard package of $0.007 / lead.

2.3 Technical Approach

To achieve these metrics, five major components will be addressed,

1. Molding Compound Thermal Enhancement,
2. Die Attach Thermal Enhancement,
3. Leadframe / Heat Sink Enhancement
4. Reliability Characterization, and
5. Technology Demonstration.

2.3.1 Molding Compound Enhancement

The molding compound must satisfy two functional requirements, high thermal
dissipation and high thermal performance. The goals are to:

* increase thermal conductivity from the current 0.4.05 W/m K,
* Evaluate new resin materials and fillers for enhanced thermal
dissipation and thermal performance, and
* Promote good interfacial adhesion to all components, including
heat spreaders and heat slugs.

2.3.2 Die Attach Thermal Enhancement

The die attach material is a thermal barrier between the die and the leadframe.
Poor thermal conductivity is usually die to either voiding or inadequate die
attach material. The d/a must satisfy two functional requirements, good thermal
conductivity and no voiding. Development work will focus on:

* Increasing thermal dissipation of the die attach by a least 25%,
and
* Eliminating voiding in the die attach for good thermal
conductivity.

2.3.3 Leadframe / Heat Sink Enhancement

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 5

The low-cost requirement of plastic packages dictates that any thermal
enhancement structure attached to either the leadframe of the package must not
add significantly to the total package cost. Development work will focus on:

* Designing and modeling the attachment of heat slugs to the
package,
* Designing and building automated equipment to tape, downsetting
and attaching the heat spreader to the leadframe, and
* Developing and evaluating high thermal conductivity material
leadframes.

2.3.4 Reliability Characterization

Materials screening and characterization similar to section 1.3.4 on
ruggedization must be performed. The following will be accomplished:

* The characterization of thermally enhanced molding compounds and
die attach materials,
* The development of thermal test chips for use in screening
materials,
* The assembly of 160 PQFP which will be done by IPAC and National,
and
* Reliability testing of test vehicles and product drivers will be
performed.

2.3.5 Technology Demonstration

The enabling technologies for thermally enhanced packages will be validated with
commercial product vehicles. Reliability test will follow mil-approved
standards. Two products will be selected based on market needs.

3.0 High-Density Packaging (Focus Area 3)

This Focus Area aims at developing the enabling technologies to increase the I/O
density of plastic packages. Two packaging form factors will be considered, the
PQFP and the Plastic Ball Grid Array packages (PBGA). Efforts in this area can
be broken up into three interrelated areas:

1. The development of fine pitch leadframe stamping technology,
2. The development of fine pitch PQFP with interposer attached, and
3. The development of a 625-pin Plastic BGA for use with flip chip.

Efforts will aim at developing fine pitch stamped leadframes for high lead count
PQFPs, evaluating high-density interposer substrates for PQFPs, attaching
interposers to the PQFP leadframes, and devising high-density, low-cost
substrates for PBGAs. The Consortium will be evaluating different molding
compounds for the two package types but there is a common development effort on
the high-density substrates. The commercial cross over point from QFP to BGA
from a cost and handling standpoint is expected to be at about 300 pins.
Specific packages addressed in this program are 160 to 304 or 240-lead QFP and
the 625-pin BGA with flip-chip. The flip-chip BGA portion of this focus area
will augment the work in the Low Cost Flip Chip Program in that both programs
will lead up to the development of the 4 xxxx XXXx product assembled in the
plastic BGA package.

3.1 Key Metrics

The key metrics for success for Focus Area 3 are:

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 6

* To obtain fine pitch, stamped, low-cost leadframes. Two packages are
addressed:
1. 160-lead QFP with 6.0 mil internal pitch and 4.0 mil lead
flat, and
2. 304 or 240-lead QFP with 7.0 mil internal pitch and 4.0 mil
lead flat;
* The establishment of on-shore capability for high lead count
package assembly (160 and 240 or 304 or 240-lead QFP and 625
BGA);
* The development of high-density and low-cost substrates with
**Interposer cost adder $0.10 for 160-lead PQFP, and
**Substrate cost less than $0.40/sq in.;
* To have minimal or zero-warpage of BGA;
* To have reworkable, low-stress underfill for flip-chip in Plastic
BGA; and
* To accomplish the integration of interposer to leadframe.

3.2 Technical Approach

To achieve the previous key metrics, the following major components will be
addressed:

1. Molding Compound for BGAs,
2. Flip-Chip Underfill Development
3. Leadframe Enhancement
4. Substrate / Interposer Enhancement
5. Reliability Characterization, and
6. Technology Demonstration.

3.2.1 Molding Compound For BGAs

Molding compounds formulated for large chips in high lead count PQFPs and BGAs
need to have enhanced properties. Efforts will focus on:

* Lowering stress by 50%,
* Lowering molding viscosity for molding thin packages,
* Raising Tg and lowering shrinkage by 50%,
* Reducing moisture absorption by 50%,
* Having no delamination, and
* Achieving prolonged pot life.

3.2.2 Flip-Chip Underfill Development

In this program the Consortium will focus on development of an underfill to be
used with flip-chips mounted on substrates in plastic BGA packages. Underfill
of flip-chip structures can significantly increase solder joint life. The
improvement level depends on the substrates material since thermal mismatch
dictates the stress level on the joints. Key development efforts aim at high Tg
(> 160 deg C) resins with:

* Improved wetting characteristics,
* Narrower filler size distribution for small chip gaps,
* Faster cure by at least 50%,
* Better adhesion to polyamide or other substrates and substrate
coatings,
* Lower stress by at least 25%,
* Longer pot life for ease of processing,
* Higher thermal conductivity than current underfill resins by 50%,
and

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 1, PAGE 7

* Reworkability capability.

3.2.3 Leadframe Enhancement

Fine pitch leadframes are currently manufactured by expensive etch technique.
Stamping of higher lead count fine pitch leadframes will require looking at
different materials. Key development tasks required are:

* Developing a process for stress reduction in C7025 alloy prior
and after stamping,
* Evaluating high strength materials form punches, and
* Designing and fabricating tooling for stamping two leadframes
which are:
**160-lead PQFP with a 6.0 mil internal pitch and 4.0 mil
lead flat, and
**304-lead PQFP with a 7.0 mil internal pitch and 4.0 mil
lead flat or 240 lead PQFP.

3.2.4 Substrate/Interposer Enhancement

Two types of packages are considered for this area, 160-lead PQFP and 625-pin
BGA. The PQFP requires an interposer to be bonded to the leadframe while the
BGA involves flip-chip mounting. Development tasks will include:

* Developing a 160-lead PQFP interposer based on NSC Super I/O chip
family,
* Developing the methodology and process for attaching the
interposer to the leadframe by thermocompression bonding and by
conductive adhesives, and
* Developing a 625-pin BGA substrate based on test chips and CLAy.

3.2.5 Reliability Characterization

Once again, Tasks similar to the previous two areas will be performed. Tasks
specific to high-density packaging will include:

* Characterizing the interposer mounting technology,
* Providing redistributed and bumped test chips for flip-chip
bonding,
* Evaluating the effectiveness of the reworkable underfill resin,
* Assembling 160-lead PQFP and 625 BGA which will be handled by
IPAC and National, and
* Performing reliability testing of the test vehicles and product
drivers.

3.2.6 Technology Demonstration

The enabling technologies for stamped fine pitch leadframes, interposer
integration to the leadframe, and high-density low-cost substrates will be
validated with product vehicles. The final vehicles will be selected from the
Super I/O, LAN, and CLAy product families from National.

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 2, PAGE 1

REPORT REQUIREMENTS

A. MONTHLY TECHNICAL STATUS REPORT

On or before thirty (30) calendar days after the effective date of the
Agreement and monthly thereafter throughout the term of the Agreement,
the Consortium Management Committee (CMC) shall submit a monthly
technical report to the Consortium Members and ARPA. The report
should be approximately one (1) to three (3) pages in length and shall
be distributed via e-mail and printed copy. Two (2) copies shall be
submitted to the ARPA Program Manager, one (1) copy shall be submitted
to the ARPA Agreements Administrator and one (1) copy shall be
submitted to ARPA/ESTO, Attn: Assistant Director for Program
Management

The technical status report will review the previous month's
accomplishments, highlight potential problems, and estimate progress
toward the Payable Milestones. The technical status report will
include a review of the status of consortium collaborative activities
during the reporting period.

B. QUARTERLY BUSINESS STATUS REPORT

On or before ninety (90) calendar days after the effective date of the
Agreement and quarterly thereafter throughout the term of the
Agreement, the CMC shall submit a quarterly business status report.
Two (2) copies shall be submitted to the ARPA Program Manager, one (1)
copy shall be submitted to the ARPA Agreements Administrator and one
(1) copy shall be submitted to ARPA/ESTO, Attn: Assistant Director
for Program Management

The business status report shall provide summarized details of the
resource status of this Agreement, including the status of the
contributions by the Consortium Members. This report will include a
quarterly accounting of current expenditures as outlined in the Annual
Program Plan. Any major deviations shall be explained along with
discussions of the adjustment actions proposed.

C. ANNUAL PROGRAM PLAN DOCUMENT

The CMC shall submit or otherwise provide to the ARPA Program Manager
one (1) copy of a report which describes the Annual Program Plan as
described in Article III, Section D. This document shall be submitted
not later than thirty (30) calendar days following the Annual Site
Review as described in Article III, Section D.

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 2, PAGE 2

D. SPECIAL TECHNICAL REPORTS

As agreed to by the Consortium and the ARPA Program Manager, the CMC
shall submit or otherwise provide to the ARPA Program Manager one (1)
copy of special reports on significant events such as significant
target accomplishments by Consortium Members, significant tests,
experiments, or symposia.

E. PAYABLE MILESTONES REPORTS

The CMC shall submit or otherwise provide to the ARPA Program Manager,
documentation describing the extent of accomplishment of Payable
Milestones. This information shall be as required by Article V,
paragraph B and shall be sufficient for the ARPA Program Manager to
reasonably verify the accomplishment of the milestone of the event in
accordance with the Statement of Work.

F. FINAL REPORT

1. The CMC shall submit or otherwise provide a Final Report making
full disclosure of all major developments by the Consortium within sixty
(60) calendar days of completion or termination of this Agreement. With
the approval of the ARPA Program Manager, reprints of published articles
may be attached to the Final Report. Two (2) copies shall be submitted or
otherwise provided to the ARPA Program Manager and one (1) copy shall be
submitted or otherwise provided to ARPA/ESTO, Attn: Assistant Director for
Program Management. One (1) copy shall be submitted to the Defense
Technical Information Center (DTIC) addressed to Xxxx. 0/Xxxxxxx Xxxxxxx,
Xxxxxxxxxx, XX 00000.

2. The Final Report shall be marked with a distribution statement to
denote the extent of its availability for distribution, release, and
disclosure without additional approvals or authorizations. The Final
Report shall be marked on the front page in a conspicuous place with the
following marking:

"DISTRIBUTION STATEMENT B. Distribution authorized to U.S. Government
agencies only to protect information not owned by the U.S. Government
and protected by a contractor's "limited rights" statement, or
received with the understanding that it not be routinely transmitted
outside the U.S. Government. Other requests for this document shall
be referred to ARPA/S&IO (Attn: Technical Information Officer)."

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 3, PAGE 1

SCHEDULE OF PAYMENTS AND PAYABLE MILESTONES

ARPA CONSORTIUM
TASK MONTH PAYABLE MILESTONES PAYMENT PAYMENT
---- --------- ---------------------------------------------------------------- ---------- ----------

1 MAR `95 DELIVER BASELINE EXECUTION PLAN $ 403,062 $ 275,113
. Deliver baseline execution plan to include detailes
program schedule in Xxxxx chart form and an updated
program status report including a preliminary product
design review analysis.
2 MAY `95 INITIAL PRODUCT DESIGN REVIEW $1,185,731 $1,155,376
. Specify critical initial design considerations for
Interposer and flip-chip vehicles in Focus Area 3.
(SOW 3.2.4)
. Evaluate leadframe to molding compound interfacial
adhesion for first sample of enhanced treated leadframes
for Focus Area 1. (SOW 1.3.3)
3 AUG `95 DELIVER SAMPLES OF FUNDAMENTAL COMPONENTS $1,249,657 $1,349,183
. The Consortium will demonstrate capability to produce
new blend resin to be utilized in enhanced molding
compound formulation. (SOW 1.3.1)
. Complete design and manufacture sample of test vehicle
interposer for 160-lead PQFP. (SOW 3.2.4)
4 NOV `95 EPOXY MOLDING COMPOUND $1,638,158 $1,835,444
. Demonstrate mechanical and manufacturability properties
of screening level molding compounds such as curing
kinetics, rheology, Tg, coefficient thermal expansion.
(SOW 1.3.1, 2.3.1 & 3.3.1)
5 FEB `96 MANUFACTURE EPOXY MOLDING COMPOUNDS TO TEST VEHICLES $1,530,039 $1,515,914
SPECIFICATIONS
. Demonstrate successful assembly of high lead count (160-
lead and 304 or 204-lead) PQFP packages. (SOW 3.1)
. The Consortium will evaluate and characterize the
mechanical connection of the interposer to the leadframe
for 160-lead PQFP. (SOW 3.2.5)
6 MAY `96 VALIDATION OF METALLIC PROPERTIES $1,242,326 $1,274,449
. Complete characterization of the leadframe alloy design
for higher strength to give improved stamping and
handling characteristics. (SOW 1.3.3)
. Demonstrate capability of producing stamped heat sinks
for enhanced thermal dissipation. (SOW 2.3.3)

AGREEMENT NUMBER: MDA972-95--3-0024
ATTACHMENT NO. 3, PAGE 2

SCHEDULE OF PAYMENTS AND PAYABLE MILESTONES

ARPA CONSORTIUM
TASK MONTH PAYABLE MILESTONES PAYMENT PAYMENT
---- --------- ---------------------------------------------------------------- ---------- ----------

7 AUG `96 COMPLETE DEVELOPMENT OF FUNDAMENTAL MATERIALS VOLUME $1,038,986 $ 989,138
PRODUCTION CAPABILITIES
. The Consortium will complete development of optimized
molding compound formulations for all focus areas.
(SOW 1.3.1, 2.3.1, & 3.2.1)
. Demonstrate on-shore volume production capability of
high lead count PQFPs (SOW 3.1)
. Complete characterization of flip chip underfill
mechanical and manufacturability properties. (SOW
3.2.2)
8 NOV `96 SELECTION OF OPTIMIZED MATERIAL COMBINATIONS TEST VEHICLE $ 827,022 $ 733,143
ASSEMBLY
. Select optimized material combinations (molding
compound, die attach material, leadframe treatment,
leadframe alloy, substrate/interposer materials, etc). Use
this set of final optimized materials for technology
demonstration product builds in all focus areas. (SOW
1.3.5, 2.3.5, & 3.2.6)
. Issue final mechanical and manufacturability report for
epoxy molding compounds for all focus areas. (SOW
1.3.1, 2.3.1, & 3.2.1)
9 FEB `97 FINAL REPORT $ 463,024 $ 486,951
. Issue final report illustrating the capabilities achieved
vs. the initial targets of the program.
TOTAL $9,578,005 $9,614,711

AGREEMNET NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 4

FUNDING SCHEDULE

A. PROJECTED PROGRAM FUNDING COMMITMENTS
-------------------------------------

ARPA Consortium
Funding Contribution
----------------- ------------------

CY* `95 $7,445,949 $4,615,116
CY `96 $2,132,056 $4,512,644
CY `97 $ 0 $ 486,951
TOTALS $9,578,005 $9,614,711
---------- ----------
*CY - Calendar Year

B. CONSORTIUM MEMBER CONTRIBUTIONS
-------------------------------

MEMBER CONTRIBUTION CASH** IN-KIND***
---------------------- ------------ ---------- ----------

Amoco $ 411,347 $ 324,797 $ 86,550
Delco $ 340,613 $ 320,338 $ 20,275
Dexter $ 482,000 $ 416,000 $ 66,000
IPAC $1,051,800 $ 796,800 $ 255,000
Leading Technologies $2,979,600 $1,892,190 $1,087,410
National $2,470,947 $2,156,747 $ 314,200
Xxxx $ 901,257 $ 901,257 $ 0
Xxxxxxx $ 484,554 $ 411,754 $ 72,800
Xxxxxxxx $ 492,593 $ 492,593 $ 0
---------- ---------- ----------
TOTALS $9,614,711 $7,712,476 $1,902,235

**Cash contributions consist of fully-burdened labor exclusive of fee; cash
expenditures for program specific equipment allocated on a percentage
basis; equipment leasing charges; and cash expenditures for equipment
components, consumable equipment, travel, supplies, subcontracts,
construction (costs associated with equipment installation), software,
direct materials, and other direct costs.

***In kind contributions consist of depreciation expenses allocated on a
percentage basis for equipment used on the program, the leased equivalent
of fully depreciated equipment, and in-house commercially available
software.

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 5
PAGE 1

LIST OF GOVERNMENT AND CONSORTIUM REPRESENTATIVES

GOVERNMENT: XXXXX X. XXXXX
--------------
ARPA/CMO
--------
0000 X. Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxx@xxx.xxx

XXXXXXXX X. NACLERO
-------------------
ARPA/ESTO
---------
0000 X. Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxxxxx@xxxx.xxx

CONSORTIUM: XXXX XXXXXX
-----------
AMOCO CHEMICAL COMPANY
----------------------
Mail Code E2F
000 Xxxx Xxxxxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxxxx@xxxxx.xxx

XXX XXXXXXXX
------------
LEADING TECHNOLOGIES, INC.
-------------------------
000 Xxxxx 00XX
Xxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000 (973-8065)
Email: xxxxxxxxx@xxxx.xxx

XXXXXXX XXXXXX
--------------
DELCO ELECTRONICS CORPORATION
-----------------------------
0000 Xxxx Xxxxxxxxx
Xxxx Xxxxxxx 0000
Xxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxxx@xxxxx00.xxxxxxxxxx.xxx

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 5
PAGE 2

CONSORTIUM: XXX XXXX
---------
DEXTER ELECTRONIC MATERIALS - NEW YORK OFFICE
---------------------------------------------
000 Xxxxxxxx
Xxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000

XXXXXX X. XXXX
--------------
IPAC
----
0000 Xxx Xxxxxxx Xxxx
Xxx Xxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000 (000-0000)
Email: xxxxx@xxxx.xxx

XXXXXX XXXXXXX
--------------
NATIONAL SEMICONDUCTOR CORPORATION
----------------------------------
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxx@xxxx0.xxx.xxx

XXX XXXXXX
----------
NATIONAL SEMICONDUCTOR CORPORATION
----------------------------------
0000 Xxxxxxxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxx@xxxx0.xxx.xxx

XXXXXX XXXXXXXXX
----------------
XXXX CORPORATION
----------------
METALS RESEARCH LABORATORY
--------------------------
00 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
phone: (000) 000-0000 Ext. 5652
FAX: (000) 000-0000

XXXX XXXXXX
-----------
XXXXXXX ELECTRONIC MATERIALS, INC,
----------------------------------
ROHM AND XXXX COMPANY
---------------------
000 Xxxxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000

AGREEMENT NUMBER: MDA972-95-3-0024
ATTACHMENT NO. 5
PAGE 3

CONSORTIUM: XXXXXX X. XXXXX
---------------
SHELDAHL, INC.
--------------
0000 Xxxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
phone: (000) 000-0000 Ext. 280
FAX: (000) 000-0000

XXXXX X. XXXXX
--------------
SANDIA NATIONAL LABORATORIES*
----------------------------
Dept. 0000
Xxxx Xxxxxxx 0000
Xxxxxxxxxxx, XX 00000-0000
phone: (000) 000-0000
FAX: (000) 000-0000
Email: xxxxxxx@xxxxxxxx.xxx.xxxxxx.xxx

*Subcontractor to National Semiconductor Corporation

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Table of Contents

ARTICLES PAGE ARTICLE I Scope of the Agreement 3 ARTICLE II Term 6 ARTICLE III Management of the Project 6 ARTICLE IV Agreement Administration 8 ARTICLE V Obligation and Payment 8 ARTICLE VI Disputes 10 ARTICLE VII Patent Rights 11 ARTICLE VIII Data...

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