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EXHIBIT 10.15
WAFER AND DIE PURCHASE CONTRACT
Effective as of July 18, 1994
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TABLE OF CONTENTS
RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. QUALIFICATION PHASE; CONDITIONS PRECEDENT TO, AND INCENTIVES TO REACH, PRODUCTION PHASE. . 4
3. PRODUCTION PHASE CAPACITY AND PURCHASE COMMITMENTS . . . . . . . . . . . . . . . . . . . . 7
4. PRICING PHASES FOR PRODUCT ORDERING: UNPROBED WAFERS, PROBED WAFERS, AND DIE . . . . . . . 9
5. PRICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6. STANDARD ORDERING INTERVALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7. FORECASTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8. RAMP-DOWN PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9. PRODUCT PURCHASE ORDERS AND ACCEPTANCES. . . . . . . . . . . . . . . . . . . . . . . . . . 14
10. CHANGE ORDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11. RECONCILIATIONS AND OTHER REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
12. INVOICES AND PAYMENT TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
13. MANAGEMENT STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
14. SUPPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
15. WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
16. GENERAL SALES TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
17. TERM AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
18. INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
19. ENTIRE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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LIST OF EXHIBITS
EXHIBIT A QUANTITIES, PRICING, ETC.
EXHIBIT B 4-CORNER TEST / EXPERIMENTAL LOTS
EXHIBIT C STANDARD DIE YIELD REFERENCES
EXHIBIT D CHANGE ORDER/CANCELLATION COMPENSATION (See Section 10.3 and
Exhibit "A" of Contract) WORK IN PROCESS (W.I.P.) CANCELLATION CHARGES
EXHIBIT E LIST OF SPECIFICATIONS AND "QUAL MEMO"
EXHIBIT F TERMS AND CONDITIONS CONCERNING DESIGN SERVICES ACTIVITIES
EXHIBIT G SCHEDULE OF MILESTONES
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WAFER AND DIE PURCHASE CONTRACT
This WAFER AND DIE PURCHASE CONTRACT (this "Contract") is entered into
effective as of July 18, 1994 (the "Effective Date"), by and between American
Microsystems, Inc. having a place of business at 2300 Buckskin Road, Pocatello,
Idaho 83201 ("AMI"), and Western Digital Corporation, a Delaware corporation
having a place of business at 8105 Irvine Center Drive, Irvine, California
("WDC"). AMI and WDC are hereinafter collectively referred to as the
"Parties."
RECITALS:
A. WDC designs, develops, makes or has made, markets, and sells various
computer-related products including but not limited to complementary symmetry
metal oxide semiconductor ("CMOS") integrated-circuit chips embodying
WDC-originated designs ("WDC Proprietary Chips").
B. WDC owns intellectual property rights relating to the WDC Proprietary
Chips.
C. WDC wants to ensure it can, on a long-term basis, buy mutually
agreed-upon quantities of the wafers it needs to complete the assembly and
final test of those WDC Proprietary Chips. WDC wants to cooperate with AMI
during a "Qualification Phase" hereunder to qualify AMI as a vendor of wafers,
and also to assess AMI's design support capability. Subject to AMI's becoming
qualified and subject to satisfactory assessment of AMI's design support
capability, WDC is willing to commit to buying a major portion of its
requirements from AMI during a "Production Phase" hereunder.
D. AMI is in the process of developing wafer fabrication and probe
testing capacity which AMI will want to keep loaded on a long-term basis.
Subject to the successful installation and qualification of such capacity, and
subject to the terms and conditions hereof, AMI is willing to commit, during
the Production Phase, to allocate capacity sufficient to meet mutually
agreed-upon wafer supply quantities for WDC.
E. The Parties want to cooperate during the Qualification Phase to
utilize software tools collectively referred to herein as "AMI's Design System"
to define the detailed design of certain of WDC's Proprietary Chips in forms
involving cell designs within AMI's now-existing library of such cells
("Standard Cells") and involving other cells specially developed by AMI for WDC
("Custom Cells") under terms and conditions set forth in Exhibit F attached
hereto. The Parties also want to provide for the grant of a license from AMI
to WDC and the terms and conditions thereof, which license shall provide WDC
with rights to make and have made these certain chips embodying such cells and
any other
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such chips hereafter designed utilizing AMI's Design System to involve such
cell designs from AMI's library.
NOW, THEREFORE, in view of the foregoing recitals, and in consideration of, and
subject to, the representations, conditions and covenants herein, the Parties
agree as follows:
1. DEFINITIONS:
The definitions set forth in this Article 1 shall apply to the
corresponding words and phrases set forth with initial capitalization in this
Contract, whether used in the singular or the plural.
1.1 "D(0)" shall have the meaning given to it in Exhibit C.
1.2 "Demand Shortfall" shall mean, with respect to an AMI fiscal month
during the Production Phase in which WDC requests via Weekly Releases for the
month, less than * of the Monthly Run Rate, a number of units determined by
computing the product * and the Monthly Run Rate and subtracting therefrom the
number of Equivalent Wafers WDC requested for the month.
1.3 "Device" shall mean a die that is identified by a WDC manufacturing
device code, regardless of whether or not the die has been separated from a
Wafer.
1.4 "Die" shall mean an individual integrated-circuit in Wafer form.
1.5 "Die Price" shall have the meaning set forth in Section 5.3.
1.6 "Die Specifications" shall mean, for each respective Device, the
specifications the Parties designate pursuant to Section 2.2 (which may
include, but are not necessarily limited to, the database tape, probe program,
and applicable process, MAP and visual information).
1.7 "Estimated die per Wafer" and its abbreviation "ED/W" shall have, with
respect to Wafers having a reduced wafer price and with respect to Ordered Die
ordered for delivery during each standard die pricing phase, the same meaning
as the term "Net D/W" (set forth in Exhibit C attached hereto as a function of
D(0) at the applicable D(0) (the applicable D(0) depends upon the quarter in
which the Wafer is ordered for delivery), and shall have, with respect to
Ordered Die ordered for delivery during each experience-based die pricing
phase, the meaning set forth in Section 5.5.
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1.8 "Equivalent Wafer" shall mean, with respect to a number of Wafers to
be purchased and sold under this Contract, either a DLM Wafer or 1.25 times a
TLM Wafer.
1.9 "Lot" shall mean a group of Wafers (each Wafer containing a quantity
of Devices) which are processed as a group. Each Lot will be assigned a
specific alpha/numeric identification that distinguishes it from any other Lot.
1.10 "Lot Size" shall mean the number of Wafer Starts in a lot. For an
Engineering lot, the Lot Size shall be variable, upon mutual agreement, from
five (5) to twenty-five (25) wafer starts. For a production run, the Lot Size
shall be twenty-five (25) wafer starts.
1.11 "Monthly Run Rate" shall mean, with respect to each AMI fiscal month
during the Production Phase, the number of Equivalent Wafer starts determined
by multiplying the Weekly Run Rate by the number of weeks in AMI's fiscal
month.
1.12 "New Device" shall mean, with respect to a Device that has entered a
Die-pricing phase, a Device having an all mask level change; thus, if WDC
revises a Device in a way that affects one or more masks, the revised Device
shall not be a New Device unless the die size changes.
1.13 "Ordered Die" shall mean Die ordered as such, whether in a Weekly
Release or a change order thereto (Ordered Die shall be priced either as
standard-priced die or experienced-priced die).
1.14 "Ordered Wafers" shall mean Wafers ordered as such, whether in a the
group of the first 5000 Wafers (whether the 5000 Wafers consist of TLM Wafers
or are a mix of TLM or DLM Wafers) or otherwise (Ordered Wafers shall be priced
as either as standard-priced Wafers or reduced-priced Wafers).
1.15 "Products" shall mean any product WDC orders in a Weekly Release
accepted by AMI in writing pursuant to Section 1.22 under this Contract,
whether ordered as Die or as Wafers.
1.16 "Supply Shortfall" shall mean, with respect to an AMI fiscal month in
which AMI accepts via accepted Weekly Releases for the month, a number of
Equivalent Wafers less than a "Supply Floor" equal to the lesser of: (a) * of
the Monthly Run Rate, or (b) the sum of: (1) the number of Equivalent Wafer
starts WDC requests for each week in the month in which WDC requests less than
* of the Weekly Run Rate, and (2) * of the Weekly Run Rate for all other weeks
in the month, and shall be determined by subtracting the number of Equivalent
Wafers AMI accepted for the month from the Supply Floor.
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1.17 "Unprobed Wafer Price" and "UWP" shall mean, with respect to each
quarter hereunder and with respect to DLM Wafers and TLM Wafers, respectively,
the prices set forth in Exhibit A in the lines headed "PRICE (UWP)" and
entitled "DLM" and "TLM," respectively, or such other price as may result from
any amendment the Parties may hereafter agree upon in writing.
1.18 "Wafer" shall mean any 5" Wafer that AMI shall fabricate for WDC
pursuant to this Contract; AMI shall backgrind every Wafer before delivery to
WDC.
1.19 "Wafer Specifications" shall mean, for each respective Device, the
specifications the Parties designate pursuant to Section 2.2.
1.20 "Weekly Acceptance" shall mean a written acceptance by AMI of a Weekly
Release under this Contract.
1.21 "Weekly Demand Shortfall" shall mean, with respect to any week during
the Production Phase in which WDC requests via a Weekly Release for the week, a
number of Equivalent Wafer starts less than * of the Weekly Run Rate, a
number of units determined by computing the product of * and the Weekly Run
Rate and subtracting therefrom the number of Equivalent Wafers WDC requested
for the week.
1.22 "Weekly Release" shall mean a written purchase order placed by WDC
under this Contract.
1.23 "Weekly Run Rate" shall mean, with respect to each quarter during the
Production Phase, the number of Wafer starts set forth in Exhibit A in the line
entitled "DLM (WSPW)" or such modified number as may result from any Ramp-down
notice or from any amendment the Parties may hereafter agree upon in writing.
2. QUALIFICATION PHASE; CONDITIONS PRECEDENT TO, AND INCENTIVES TO REACH,
PRODUCTION PHASE
2.1 During the Qualification Phase, the Parties shall cooperate in good
faith to determine as soon as possible whether AMI's wafer fabrication
processes and quality control procedures are compatible with WDC's needs. The
Qualification Phase commences on the Effective Date and will expire either upon
the commencement date of a Production Phase of this Contract or upon the
termination date of this Contract. The commencement date of the Production
Phase, if any, shall be the date the Parties hereafter agree upon in writing
based upon the Parties' agreement that the tasks set forth in this Article have
been successfully completed. This Contract terminates for failure of
qualification without liability to either Party (other than for a breach of the
duties of good faith performance of the tasks set forth in this
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Article) either on March 31, 1995, or, if both Parties deem it desirable to
extend the maximum duration of the Qualification Phase, on such later date that
the Parties hereafter agree upon in writing.
2.2 The Parties shall confer to compare WDC's standard wafer and die
specifications (a list of which is attached hereto as Exhibit E) with AMI's
standard wafer and die specifications (AMI Document No. 5501010), and in good
faith resolve all differences between such specifications and agree upon in
writing a Die Specification and a Wafer Specification that shall govern during
the Production Phase.
2.3 AMI shall exercise good faith efforts to expand its wafer fabrication
capacity by installing fabrication and test equipment it deems necessary to
enable it to manufacture probed Wafers for WDC in the quantities specified in
Exhibit A. AMI shall keep WDC fully informed concerning AMI's progress on this
task, and shall give WDC prompt notice of any information that indicates the
possibility of a material delay in its ability to, or any inability to, obtain,
install, and qualify such equipment. If, for any reason beyond AMI's control,
AMI is unable to obtain and install such equipment in sufficient time to meet
scheduled ramp-up of production, AMI may request WDC to extend the maximum
duration of the Qualification Phase, which request shall not be unreasonably
refused.
2.4 At no charge to WDC, AMI shall:
(a) Start fifty (50) Wafers (in two independent Lots) to produce
Die embodying AMI's standard evaluation circuit, and complete
the manufacture, including packaging, of such Die;
(b) Test such packaged Die in accordance with test procedures set
forth in a memorandum dated June 16, 1994, and captioned
"Qualification Plan for AMI CW (0.8 micron) Diffusion Process,"
(the "Qual memo") a copy of which is included in Exhibit E
attached hereto; and
(c) Disclose all such test results in writing to WDC.
2.5 At WDC's cost in the amount set forth in this section, AMI shall:
(a) Start twenty-five (25) Wafers to produce Die embodying a
Device that WDC shall designate as a "Qualification Device,"
and AMI shall complete the fabrication of these Wafers;
(b) AMI shall test each of these Wafers in accordance with AMI's
customary wafer-test standards (the "MAP test"), and shall
deliver to WDC these Wafers, and written test results on a
by-wafer basis setting forth normal
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parametric data and a certification for each Wafer that
complies with AMI's customary wafer-test standards. Within
thirty (30) days after delivery of these Wafers and the
written test results and AMI's invoice therefor, *
2.6 On reasonable notice and during regular working hours, AMI shall
afford all persons designated by WDC who have agreed to be bound by appropriate
confidentiality agreements and security arrangements to have access to all
facilities AMI uses, whether its own or those of a subcontractor, to
manufacture Wafers (including test) for all purposes relating to qualification
of manufacturing operations. Promptly after the Effective Date, the Parties
shall negotiate in good faith an agreement containing reciprocal indemnity
clauses with respect to any personal injury or property damage caused by or to
a Party's employee during a visit to the other Party's facility.
2.7 The Parties shall cooperate in good faith in joint efforts to derive
from existing designs of two WDC Proprietary Chips compatible designs suitable
for fabrication in AMI's process. These two WDC Proprietary Chips, as designed
for compatibility with AMI's process, are referred to herein as "Candidate
Production Chips." As of the Effective Date, WDC expects to designate its
"Horizon" and "Enterprise" chips as the Candidate Production Chips. WDC may
substitute one or two other chips at any time during the Qualification Phase,
provided that doing so does not create unreasonable additional work or expense
for or unreasonable additional burden on AMI. The joint efforts required under
this Section include reasonable engineering support provided by both Parties to
develop appropriate probe tests, test cards, and any other materials or
processes reasonably required to complete the manufacture and testing of
prototype runs of the Candidate Production Chips. Exhibit F attached hereto
sets forth the general nature of the activities to be undertaken, briefly
describes certain deliverables, and sets forth the compensation WDC shall pay
to AMI. WDC has heretofore issued a purchase order in the amount of ** to
get these activities started. If the scope of the work to be undertaken by AMI
materially changes, the Parties shall negotiate in good faith to determine
additional terms, including but not limited to more compensation to AMI,
governing these activities.
2.8 At no charge to WDC, AMI shall:
(a) Start fifty (50) Wafers (in two independent Lots) to produce
Die embodying two Devices that WDC shall designate, and AMI
shall complete the fabrication of
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such Wafers, and at WDC's request shall complete the
manufacture including packaging of a reasonable number of
such Die;
(b) Test such packaged Die in accordance with the "Qual memo," a
copy of which is included in Exhibit E attached hereto; and
(c) Deliver to WDC these Wafers and packaged Die, and written test
results on a by-wafer and by-die basis.
2.9 The following table sets forth incentive payments WDC shall make to
AMI conditioned upon meeting the various possible dates for Qualification
Complete (see Section 2.1) and for R1 Release Status (see the document
identified as RL000100 Rev J0 listed in Exhibit E) for the two Candidate
Production Chips:
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2.10 The Parties' best estimate, as of the Effective Date, for the schedule
of milestones leading up to the R1 releases is set forth in Exhibit G. The
Parties shall confer regularly (not less than once per week) during the
Qualification Phase and agree upon updates to the schedule of milestones. If
but for delays caused by WDC, AMI would have been able to meet any given target
date for an incentive payment under Section 2.9, and if AMI has given prompt
notice to WDC of the fact that WDC is causing such delay, WDC shall make the
incentive payment provided that AMI satisfies the incentive conditions by a
revised target date that is later than the original target date by the amount
of the delay WDC caused.
2.11 AMI acknowledges and understands that there will highly likely be a
need for repeatedly changing probe tests during the Qualification Phase, and
that such test changes will not affect pricing during the Qualification Phase.
3. PRODUCTION PHASE CAPACITY AND PURCHASE COMMITMENTS
3.1 Subject to the ramp-down provisions of Section 8.1, the force majeure
provisions of Section 10.5, and the "make-or-pay" provisions of this Article 3,
AMI commits to provide sufficient capacity during the Production Phase to
fabricate, probe and sell to WDC all Products ordered by WDC in conformance
with this Contract. AMI's commitment to provide capacity is limited to the
quantities set forth in Exhibit A attached hereto.
3.2 Subject to the ramp-down provisions of Section 8.2, the force majeure
provisions of Section 10.5, and the "take-or-pay" provisions of this Article 3,
WDC commits to buy Products during the Production Phase in the quantities set
forth in Exhibit A attached hereto.
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3.3 (a) If in any AMI fiscal month during the Production Phase a
Demand Shortfall occurs, WDC shall owe AMI a Demand Shortfall payment
determined as follows:
Payment = UWP*0.7*Demand Shortfall
(b) If in any AMI fiscal month during the Production Phase a
Supply Shortfall occurs, AMI shall owe WDC a Supply Shortfall payment
determined as follows:
Payment = UWP*0.7*Supply Shortfall
(c) If in any week during the Production Phase a Weekly Demand
Shortfall occurs, WDC shall immediately owe AMI a Weekly Demand Shortfall
payment determined as follows:
Payment = UWP*Weekly Demand Shortfall
(To avoid double liability, for the purpose of determining whether a Demand
Shortfall has occurred, WDC shall be deemed to have requested * of the Weekly
Run Rate by virtue of having become obligated under this Subsection.)
(d) The Parties shall reconcile any and all shortfalls on a
quarterly basis; i.e., within two weeks after the close of each AMI fiscal
quarter during the Production Phase, the Parties shall confer and agree upon
the net amount, if any, either Party owes the other Party as a shortfall
payment, and such other Party may forthwith submit an invoice to the owing
Party in such net amount, and the owing Party shall pay the other Party the
amount due within thirty (30) days of such invoice.
With respect to any period in which WDC causes a Demand Shortfall, if
actual average Die per wafer for Wafers started during such period are lower
than the estimated Die per wafer, the Parties shall negotiate in good faith for
a reduction or elimination of any WDC "take- or-pay" payment obligation.
3.4 If during the Term hereof, WDC foresees a possible need to exercise
its right under the license granted to it in Section 18.8 to have made any
integrated circuit that either has been designed using AMI's Design System or
embodies any AMI Standard Cell, or both, (the Subject Chip") WDC shall give AMI
written notice and the Parties shall negotiate in good faith to define terms
and conditions under which AMI will offer to provide the foundry capacity to
make the Subject Chip for WDC. If notwithstanding such negotiations WDC
continues to foresee a possible need to exercise such right, and WDC receives
an offer
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from another foundry, WDC shall give written notice to AMI and offer AMI the
opportunity to match any other foundry's offer and, if AMI requests different
terms or conditions, shall negotiate in good faith in an effort to define
equivalent terms and conditions upon which AMI can offer a competitive bid.
WDC's duty to negotiate on such matter shall expire 14 days from the date of
the written notice. If WDC exercises its right under the license granted to it
in Section 18.8 to make or have made any Subject Chip, WDC shall continue to be
bound by the "take- or-pay" provisions of this Article.
3.5 Each Party shall exercise good faith efforts to make up for any
shortfall in supply or demand to eliminate reconciliation payments. These
efforts may include but are not limited to WDC requesting build aheads of
alternative Devices if reduction in demand for any Device causes demand
to fall into a shortfall situation, or AMI may try to build ahead for other
customers in the event of a Demand Shortfall from WDC.
In the event of a Demand Shortfall, or Supply Shortfall, AMI will make
a good faith effort to provide upside capacity (when available at AMI's
discretion) of up to * above the Weekly Run Rate in order to facilitate
recovery from the shortfall situation.
4. PRICING PHASES FOR PRODUCT ORDERING: UNPROBED WAFERS, PROBED WAFERS,
AND DIE
4.1 For every Device to be purchased hereunder during the Production
Phase, there shall be, in the following sequence:
(a) a wafer-pricing phase;
(b) a standard die-pricing phase; and
(c) an experience-based die-pricing phase.
4.2 The term "transition date" is used herein, with respect to each
Device, to mean the date the Device enters the standard die pricing phase.
Each experience-based die-pricing phase starts at the beginning of the quarter
that begins at least 90 days after the transition date.
4.3 All of the first * Wafers (whether the * Wafers consist of TLM
Wafers or are a mix of TLM or DLM Wafers) WDC orders under this Contract, shall
be Ordered Wafers, i.e., priced as Wafers in accord with the provisions of
Section 5.2. In addition to such first * Wafers, WDC may order other Wafers
as such under this Contract (i.e., other than when WDC may order Die pursuant
to Section 4.4), and all such ordered Wafers shall be priced as Wafers in
accord with the provisions of Section 5.2.
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4.4 After having ordered such first * Wafers, WDC may order product as
Ordered Die as follows:
(a) for any Device that does not embody any of AMI's standard
cells, only after such Device has both passed the 4-corner test
described in Exhibit B attached hereto and been the subject of
prior orders of 500 wafers;
(b) for any Device that embodies any of AMI's standard cells, and
embodies one or more custom cells (these being the cells
developed for WDC under the separate agreement referred to in
the Recitals), only after either (1) such Device has passed
the 4-corner test described in Exhibit B attached hereto, or
(2) upon the agreement of the Parties;
(c) for any Device designed exclusively with AMI standard cells,
at the discretion of WDC upon notice to AMI.
4.5 WDC may order a reasonable number of unprobed wafers (to be paid for
at the agreed-upon unprobed Wafer price, i.e., the UWP set forth in Exhibit A);
for example, in connection with engineering or other special activities.
4.6 WDC shall make an incentive payment of * to AMI conditioned upon AMI's
achievement of a D(0) less than * as demonstrated by the average die per Wafer
for the last thousand Wafers (whether such Wafers consist of TLM Wafers or are
a mix of TLM or DLM Wafers) of the first * Wafers (i.e., * through *)
completed hereunder.
4.7 Upon request of either Party at any time during the Term hereof, the
Parties shall negotiate in good faith in light of then-existing circumstances
to amend this Contract to provide additional capacity and purchase commitments,
access to improved processes including any sub 0.8 micron process, and such
other amendments as seem mutually desirable in light of then-existing
circumstances.
5. PRICES
5.1 The prices for all Products under this Contract shall be as set forth
in this Article.
5.2 The price for every Ordered Wafer shall be determined as follows:
(a) for each Wafer in a single Lot, if the average number of good
(i.e., passes probe test) Die per Wafer in the
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Lot is greater than 50% of the applicable Net D/W (set
forth in Exhibit C attached hereto as a function of D(0)) at
the applicable D(0) (the applicable D(0) depends upon the
quarter in which the Wafer is ordered for delivery), then the
Wafer Price ("WP") shall equal the sum of the Unprobed Wafer
Price ("UWP") which varies by quarter as set forth in Exhibit
A, the Wafer Probe Charge ("WPC") which is set forth in
Exhibit A, and the Wafer Backgrind Charge ("WBC") which is set
forth in Exhibit A, and any Applicable Adder Charge ("AAC") of
the kind set forth in Exhibit A, i.e.:
WP = UWP + WPC + WBC + AAC
(b) if the number of good Die on a particular Wafer is less than
20% of the applicable Net D/W at the applicable D(0), the Wafer
shall be at WDC's option, either scrapped at no charge to WDC,
or sold to WDC at a Reduced Wafer Price ("RWP") determined as
follows:
RWP = 2*(Die Price)* (number of good die)
(c) for each Wafer in a single Lot, if the average number of good
Die per Wafer in the Lot is greater than 20% of the applicable
Net D/W at the applicable D(0), but less than 50% of the
applicable Net D/W at the applicable D(0), then the Reduced
Wafer Price ("RWP") shall be determined as follows:
RWP = 2*(Die Price)* (number of good die)
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5.3 The price for every Ordered Die shall be determined by dividing the
sum of the Unprobed Wafer price ("UWP") and the Wafer probing charge ("WPC")
and the Wafer backgrind charge ("WBC") and any Applicable Adder Charge ("AAC")
by the number of die estimated to yield good for a Wafer in the phase in which
the Die is ordered for delivery; i.e.:
Die Price = UWP + WPC + WBC + AAC
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ED/W
5.4 The estimated die per wafer (ED/W) applicable to pricing of Die
ordered for delivery during the standard die pricing phase shall be determined
in accord with a selected one of the two tables set forth in Exhibit C attached
hereto which relates die size to standard estimated die per wafer ("the
"Baseline Yield"); the first table * shall be applicable for standard die
pricing for the ninety (90) days immediately following the ordering of the last
of the first * Wafers, and the second table * shall be applicable for
standard die pricing thereafter.
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5.5 The estimated die per wafer (ED/W) applicable to pricing of Die
ordered for delivery during any experience-based die pricing phase shall be set
equal to the higher of: the Baseline Yield or the average number of good die
per wafer for Wafers probed for delivery during the last ninety (90) days of
the preceding die-pricing phase.
5.6 If a test change requested by WDC affects the average number of good
Die per Wafer for a particular Device in the experience-based die-pricing
phase, the Parties in good faith shall negotiate a new ED/W figure for the
purpose of adjusting the price paid and/or to be paid for Die manufactured
after implementation of the test change.
6. STANDARD ORDERING INTERVALS
6.1 The standard lead times from AMI's acceptance of a WDC purchase order
for a particular Device to shipment by AMI of completed Products in response to
such accepted purchase order are set forth in Exhibit A attached hereto.
6.2 The following table sets forth incentive payments WDC shall make to
AMI conditioned upon AMI's meeting the following dates for improved Standard
Lead Times for TLM (i.e., the total time between ordering and delivery date
which includes the fab time (including polyimide time), probe time, and
backgrind time):
*
6.3 During any month during the Production Phase, provided that WDC has
ordered not less than 2000 Wafers per month for each of the immediately
preceding two months, AMI shall, free of any lot expedite charge, upon WDC's
request, start up to one priority (not hot hand carry) lot per month, subject
to a cap of two such priority lots in process at a time. For any additional
priority lots and all hot hand carry lots WDC requests, WDC shall pay AMI the
lot expedite charges set forth in Exhibit A.
7. FORECASTING
7.1 During the Term hereof, WDC shall deliver to AMI, during the first
calendar week of each calendar month, a non-binding monthly forecast setting
forth, by technology, by calendar month, for the six-month period starting with
the current month, WDC's forecasted demand for Wafers under this Contract.
7.2 Within seven days after WDC delivers each such monthly forecast, the
Parties shall confer in good faith to reach
* Confidential treatment
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agreement on a monthly forecast that AMI and WDC accept for capacity planning
purposes.
7.3 AMI sometimes has plant shutdowns during certain periods of time
during the calendar year. During such plant-shutdown periods, AMI will neither
make any wafer starts nor deliver any Product. To the extent that such
shutdowns entail potential shortfalls for WDC, the Parties shall cooperate in
good faith to arrange for extra capacity for WDC during the weeks immediately
before and/or immediately after such plant shutdowns.
8. RAMP-DOWN PROVISIONS
8.1 At any time during the Term hereof, AMI may in its sole and absolute
discretion give WDC written notice (a "Capacity Ramp-down Notice") setting
forth AMI's decision to ramp down the wafer start capacity to be reserved for
WDC. After AMI gives the Capacity Ramp-down Notice, the wafer start capacity
to be reserved for WDC may be reduced by AMI as follows (subject to any
cancellation of ramp-down or variances thereto, in any magnitude and in either
direction, upon which the Parties may separately agree in writing):
Up to * days after notice: * reduction from the Weekly Run Rate;
Run
* days after notice: * reduction from immediately prior level;
* days after notice: * reduction from immediately prior level;
* days after notice: * reduction from immediately prior level;
* or more days after notice: * CAPACITY.
8.2 At any time during the Term hereof, WDC may in its sole and absolute
discretion give AMI written notice (a "Demand Ramp-down Notice") setting forth
WDC's decision to ramp down the demand to be committed to AMI. After WDC gives
the Demand Ramp-down Notice, the wafer start capacity to be reserved for WDC
may be reduced by AMI as follows (subject to any cancellation of ramp-down or
variances thereto, in any magnitude and in either direction, upon which the
Parties may separately agree in writing):
* Confidential treatment
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Up to * days after notice: * reduction from the Weekly Run Rate;
* days after notice: * reduction from immediately prior level;
* days after notice: * reduction from immediately prior level;
* days after notice: * reduction from immediately prior level;
* or more days after notice: * CAPACITY
9. PRODUCT PURCHASE ORDERS AND ACCEPTANCES
9.1 WDC will issue to AMI at the beginning of each quarter a nonbinding
three (3) month "Blanket Purchase Order" setting forth WDC's purchase
quantities, by technology, for such three (3) month period.
9.1 Beginning with the first week of the Production Phase, on Monday of
each week by 12 o'clock noon MST or MDT, as applicable (or the next business
day thereafter in case of a holiday) during the Term hereof, WDC shall deliver
to AMI a Weekly Release. Every Weekly Release shall contain, by Device, the
number of wafer starts in the appropriate multiple of Lot Size required to
provide the ordered quantity of Die and/or Wafers.
9.2 The ordered quantity of Die and Wafers in each Weekly Release shall be
calculated using updated and mutually agreed upon estimated Wafers per Lot and
estimated Die per Wafer, which calculations will be performed on a monthly
basis (similar to the method described in Exhibit C attached hereto).
9.3 Each calendar week, by the close of the first business day after
delivery of the Weekly Release, the Parties shall confer to discuss it and
mutually assure themselves that the Weekly Release conforms to the requirements
of this Contract and is acceptable to AMI. Each Weekly Release that is
received and is acceptable will be started in wafer fab at AMI within the week
following the Monday in which the Weekly Release is received. Subject to the
provisions of Article 10 below, each accepted Weekly Release shall be binding
as to quantity, delivery date, and price.
* Confidential treatment
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10. CHANGE ORDERS
10.1 WDC may issue change orders to any Weekly Release to increase the
quantity of any Device that had been ordered hereunder, and AMI may accept
such change order if AMI in its sole discretion determines that AMI can
reasonably supply such increased number of Devices.
10.2 If AMI determines that it can temporarily increase its capacity
commitment to WDC, AMI may offer increased capacity with respect to any Weekly
Release to increase the quantity of any Device that had been ordered in a
Weekly Release, and WDC shall increase its applicable Weekly Release provided
that WDC can reasonably purchase such increased number of Devices.
10.3 WDC may issue change orders to any Weekly Release to decrease the
quantity of any Device that had been ordered hereunder, and AMI shall accept
such change order. If, as a result of such a change order, AMI has incurred
costs associated with the material in process in the line at the time of such
change order, then WDC shall compensate AMI in accord with the rules set forth
in Exhibit D attached hereto.
10.4 At the beginning of each quarter in which any Device either enters
experience-based die pricing, WDC may issue change orders to the Weekly
Releases for each of the last 4 weeks of the preceding quarter, which change
orders shall be based on the improved ED/W.
10.5 In no event will AMI be liable for any re-procurement costs, nor for
delay or non-delivery, due to causes beyond its reasonable control, including,
but not limited to, acts of God, acts of civil or military authority,
governmental priorities, fires, strikes, lockouts, slow-downs, shortages,
factory or labor conditions, process or yield problems demonstrated to be
outside AMI's control, or inability due to causes beyond AMI's reasonable
control to obtain necessary labor, materials or fabrication/test facilities.
In the event of any such delay, the date of delivery shall, at the request of
AMI, be deferred for a period equal to the time lost by reason of the delay.
In the event that AMI's production is curtailed for any of the foregoing
reasons so that AMI cannot deliver the full amount set forth in an accepted
purchase order, AMI may allocate production deliveries among its various
customers then under contract for similar goods. The allocation will be made
in a commercially fair and reasonable manner. When allocation has been made,
WDC will be notified of the estimated quota made available. If AMI determines
that it cannot perform as a result of one of the causes described above, AMI
will cooperate with WDC and will negotiate in good faith the reasonable terms
and conditions upon which a second source of WDC's choice may receive technical
information required for such second source to manufacture Devices for WDC. If
AMI determines
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that it is unable to deliver Devices to WDC as a result of any of the causes
set forth in this subsection, WDC's take-or-pay obligation shall be suspended,
and the parties in good faith shall negotiate and agree upon the terms and
conditions for reinstating WDC's take-or-pay obligation.
10.6 WDC may issue change orders to initiate "fab holds," and AMI shall
hold further production of all Wafers affected by each such change order. If
any such Wafers are on fab hold for more than six weeks, AMI may submit an
invoice to WDC requiring payment for the Wafers that are being held in an
amount determined by the Work In Process methodology set forth in Exhibit D.
11. RECONCILIATIONS AND OTHER REPORTS
11.1 During the Term hereof, the Parties shall exercise good faith efforts
to cooperate to maintain capacity-utilization and demand fulfillment records
that are continually mutually verified for accuracy and completeness. It is
expected that these records will be reviewed and verified at least monthly.
11.2 Such good faith efforts under Section 11.1 shall include weekly
conferences between WDC's Reconciliation Representative (Ward Stark, or his
successor) and AMI's Reconciliation Representative (Lisa Aleman, or her
successor). If any such weekly conference reveals a Dispute as to the
capacity-utilization records, then either Reconciliation Representative may
initiate the dispute resolution process under Article 13 of this Contract.
11.3 AMI Report Requirements
Subject to AMI's security and confidentiality requirements, AMI shall
provide WDC with information reasonably requested by WDC which is specific to
WDC Devices and reasonably related to WDC's administration of this Contract
including all reports and information as agreed upon between WDC and AMI
personnel responsible for implementation of orders and deliveries under this
Contract.
12. INVOICES AND PAYMENT TERMS
12.1 AMI shall render a sales invoice upon each shipment of Wafers to WDC.
WDC shall pay every sales invoice AMI renders under this Contract within thirty
(30) days from the date of the invoice. Each shipment shall constitute an
independent transaction and WDC shall pay for same in accord with the specified
payment terms.
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12.2 As to all Devices purchased under this Contract which WDC believes to
have a defect ("purportedly defective devices"), WDC may request AMI, which
request must be submitted in writing, to provide a return material
authorization ("RMA"), and WDC may send a sample of the purportedly defective
devices with its request. AMI shall give WDC notice of whether AMI has
accepted or rejected WDC's request for RMA no later than seven (7) calendar
days (not including plant shutdowns) after the date of AMI's receipt of the
written request. If AMI either accepts WDC's request or fails to give such
notice on time, WDC may return all purportedly defective devices covered by the
request, and may issue a debit memo for the full price of all purportedly
defective devices returned. AMI shall, within a reasonable period after
receipt of the purportedly defective devices and confirmation by AMI that such
purportedly defective devices are, in fact, defective as a result of AMI's
fabrication thereof, issue a credit memo for the full price thereof. If AMI
determines the purportedly defective devices to be not defective: (a) if less
than thirty (30) days have elapsed since AMI's receipt of the purportedly
defective devices, AMI may give written notice to WDC of its determination and,
if WDC concurs (which concurrence shall not unreasonably be withheld), may
promptly reship them to WDC and again invoice WDC for the full price; if thirty
(30) days or more have elapsed since AMI's receipt of the purportedly defective
devices, AMI may request WDC to buy them at the full price, which request shall
not unreasonably be rejected.
12.3 If AMI decides to recall any Product, AMI shall submit to WDC a
written report setting forth every lot number involved in the recall. Also,
AMI shall forthwith issue a credit memo for the full price (including shipping
charges actually invoiced to WDC) of the recalled Product. If it is practical
to do so (e.g., the Product has not been shipped as finished goods), WDC shall
return the recalled Product to AMI. If AMI later determines that the recalled
Product is good, AMI may request WDC to buy it at the full price, which request
shall not be unreasonably rejected.
13. MANAGEMENT STRUCTURE
13.1 Upon execution of the Contract, each Party shall appoint an Operations
Manager and a representative for an Executive Committee.
13.2 The Operations Managers shall have overall responsibility for
monitoring performance and addressing any performance deficiencies under this
Contract. The Operations Managers shall meet as often as necessary and shall
respectively serve as each Party's chief coordinator to effect the purposes of
this Contract and to address resolution of disputes hereunder. If any dispute
is not resolved for whatever reason within ten (10) days from the
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commencement of dispute, either Operations Manager may refer the dispute to the
Executive Committee.
13.3 The Executive Committee shall meet by teleconference or in person, as
often as either Party may reasonably request for the purpose of reviewing high
level operational priorities and objectives related to this Contract and
resolving any disputes that arises under this Contract that has not been
resolved by the Operations Managers. If the Executive Committee is unable to
resolve a dispute within fifteen (15) days after the initial request to resolve
such dispute is received by the Executive Committee, then either Party may
submit the matter for resolution as provided under Section 13.4 hereof.
13.4 This Contract shall be governed by and enforced in accordance with
California law. Any controversy or claim arising out of or related to this
Agreement, or any breach thereof, shall be settled by binding arbitration,
conducted by a single mutually agreed-upon arbitrator in accordance with the
rules then obtaining of the American Arbitration Association. Any such
arbitration shall be conducted in either Pocatello, Idaho, or Irvine,
California. Judgment upon the award rendered in any such arbitration may be
entered in any state or federal court having jurisdiction thereof, and the
parties submit to the jurisdiction of such court for the limited purpose of
enforcement of any such judgment. Notwithstanding anything to the contrary
which may now or hereafter be contained in the rules of the American
Arbitration Association, the parties agree as follows: (i) each party will
bear its own costs of arbitration, including attorneys' fees; (ii) the
arbitrator will, upon the request of either party, issue a written opinion of
his/her findings of fact and conclusions of law; and, (iii) upon receipt by the
requesting party of a written opinion, such party will have the right within
ten (10) days thereof to file with the arbitrator a motion to reconsider, and
the arbitrator thereupon will reconsider the issues raised by said motion and
either confirm or change his/her decision which will then he final and
conclusive upon both parties hereto. The costs of such a motion for
reconsideration and written opinion of the arbitrator will be borne by the
moving party.
13.5 Notwithstanding anything to the contrary contained herein, and
irrespective of the existence of any dispute between the parties, AMI shall, if
commercially practicable, continue to provide to WDC, and WDC shall continue to
make timely payment to AMI for, all products and services upon the terms and
conditions hereof during the pendency of any such dispute.
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14. SUPPORT
14.1 Each Party shall provide without charge all engineering support
reasonably requested by the other Party to support initiation of AMI's
fabrication of any Device under this Contract. Such reasonable engineering
support includes, but is not limited to, that which is normally provided in a
typical "foundry interface" by AMI, such as cooperative efforts to optimize
process test variables by comparing test results in split wafer lot
experiments, (provided that WDC pays AMI for such wafers), and by providing
such test program information, Device design information, sensitivities of
design to process variations or such other information as may be deemed helpful
in assessing and eliminating process problems. All other unusual engineering
support requested by WDC, such as, but not limited to, those design services
normally provided, for charge, by AMI to customers of AMI's digital or
mixed-signal ASIC business areas (such as cell modeling and design) will be
subject to review of the individuals at WDC and AMI who are responsible for
this Contract and may be subject to "consultancy charges" as mutually agreed
upon by the Parties.
14.2 Subject to prior mutual agreement on payment of costs, experimental
wafer lots or split lot experiments with respect to any Device may be
processed, wafer probed, assembled into Devices and tested upon prior agreement
between the functional engineering organizations of both Parties.
14.3 Any such experimental lots or experiments requested by one Party in
writing shall be subject to the written approval by the other Party, which
approval shall not be unreasonably delayed or withheld. Upon any such request
and approval, AMI and WDC agree to share costs of such lots or experiments in a
reasonable manner.
14.4 Each Party shall perform its respective tasks with respect to such
lots or experiments in a timely and prudent manner and shall properly document
results of the performance of such tasks and all engineering data with respect
thereto. Any such results and data documented by one Party shall be
communicated to the other Party in a timely manner and shall be supplemented,
when deemed appropriate, with comparative control results or data with respect
to such Device relating to wafer processing, final wafer probe, assembly
yields, final device test and reliability operations.
15. WARRANTY
15.1 AMI warrants that Devices: have been processed according to AMI's
established standard processing requirements for such Devices; materially
conform to the mutually agreed-upon Wafer
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Specification and the Die Specification; and are otherwise free from defects
in material and workmanship at the time of shipment to WDC. This warranty does
not apply to experimental or prototype Devices fabricated during prototype or
experimental operations, or to any Device having a design-related error, or to
any Device with respect to which subsequent investigation shows that the
WDC-defined test software was deficient or otherwise defective at the time of
final wafer probe of such Device at AMI's facility or to any Device if the
process information, processing instructions, mask data, finished wafer
inspection criteria, probe card information or any probe card with respect to
any device code supplied by WDC is defective such that defects may have
occurred or escaped detection without fault of AMI, or to assembled devices of
which Devices are a component and any detected defect on such Device is at
least in part related to assembly operations or techniques or is detected by a
device testing procedure which is not available on any mutually agreed-upon
test program specified for the testing of Devices at AMI's facility.
15.2 If any defect in material or workmanship or deviation from processing
requirements is suspected in any such Device to which the above warranty
applies, AMI and WDC shall cooperate in failure mode analysis of such suspect
Device and shall mutually determine whether such suspected defect or deviation
actually exists.
15.3 AMI and WDC shall in good faith mutually determine, based upon the
circumstances then existing, whether AMI will replace every AMI-confirmed
defective Device without charge, or refund or give credit for the purchase
price of every AMI-confirmed defective Device, provided: within a warranty
period expiring twelve (12) months after the date of shipment of the Device
from AMI, the Device exhibits the defect, WDC notifies AMI in writing of the
claimed defect within thirty (30) days after WDC knows or reasonably should
know of the claimed defect; and mutually performed failure mode analysis or
examination of the Device discloses that the claimed defect actually exists.
If AMI elects to replace the defective Device, AMI shall ship Wafers with the
replacing Device F.O.B. origin, freight prepaid to WDC's destination. Any
replaced Device shall become AMI's property. The method of disposition of any
replaced Device shall be as mutually agreed by both Parties in writing. In no
event shall AMI be responsible for final assembly, deinstallation or
reinstallation of any Devices, assemblies or apparatus of which such Devices
are components, or for the expenses thereof.
15.4 THE FOREGOING WARRANTY IS EXPRESSED IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL
OTHER OBLIGATIONS OR LIABILITIES ON AMI'S PART, AND IT NEITHER ASSUMES NOR
AUTHORIZES
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ANY OTHER PERSON TO ASSUME FOR AMI ANY OTHER LIABILITIES IN CONNECTION WITH THE
SALE OF DEVICES. This warranty shall not apply to any Devices which shall have
been repaired or altered, except by AMI, or which shall have been subjected to
misuse, negligence, accident, improper transportation or improper storage. The
aforementioned warranty provisions do not extend the original twelve (12) month
warranty period of any Device which has been repaired or replaced by AMI.
15.5 In no event shall AMI be liable for special, incidental or
consequential damages of any nature whatsoever (including without limitation
lost profits) regardless of the legal theory on which any such claim might be
made against AMI.
16. GENERAL SALES TERMS
16.1 AMI shall properly pack, mark, and ship all Wafers or other items to
be delivered to WDC under this Contract as follows: A packing list shall
accompany each shipping package unit; Each packing list, bill of lading or
equivalent and invoice shall: identify every applicable WDC purchase order
number, and every device code of every Wafer being shipped; specify the
quantity being shipped, and the location to which Wafers or items are being
shipped; Each shipping package unit shall be properly marked with the
applicable order number(s).
16.2 AMI shall, through its quality organization, and in accordance with
AMI's standard incoming/outgoing wafer inspection procedures (AMI Document No.
5110006) inspect every lot to be delivered to WDC under this Contract. AMI
shall support WDC with reasonably complete failure analysis reports on all WDC
returns, qualification unit failures, and reliability monitor failures
describing root cause and corrective action within a reasonable period
following AMI's of receipt of purported failures.
16.3 The following are the criteria for acceptance of production lots of
Die and Wafers: the Die Specifications; the Wafer Specifications; mutually
agreed-upon Device sort tests; and mutually agreed-upon minimum Wafer Lot
Size and minimum percentages of die per Wafers.
16.4 Delivery terms on Wafers or other items to be delivered by AMI in
accord with every accepted order and under the terms and conditions of this
Contract shall be F.O.B. point of origin, freight collect, with title and risk
of loss passing to WDC when AMI delivers such Wafers or other items to the
carrier at the point of origin. Where, in order to meet WDC's requests, AMI
ships or packs the Wafers or other items in other than its normal manner for
domestic shipment, additional billing may be rendered.
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16.5 Any sales or similar tax which AMI shall be required to pay to or
collect for any government upon or with respect to services rendered or the
sale, use or delivery of the processed Wafers or other items shall be billed to
WDC as a separate billing item and paid by WDC, unless a valid exemption
certificate is furnished by WDC to AMI.
17. TERM AND TERMINATION
17.1 Unless terminated sooner under Article 2 or this Article 17, the term
of this Contract shall be from the Effective Date until December 31, 1996 (the
"Term").
17.2 Notwithstanding any termination of this Contract, Articles 15 and 18
shall survive as well as any other provision of this Contract deemed necessary
to survive in order to ensure the specified provisions are given full force and
effect.
If either Party commits a material breach of this Contract, then other
Party may give written notice of termination for material breach, and the
termination of the Contract shall be effective after thirty (30) days unless
the Party in breach has cured any such material breach.
18. INTELLECTUAL PROPERTY
18.1 "Confidential Information" shall mean any trade secret (which may,
without limitation, include designs of Devices, layout data, and test programs
for testing Wafers and Devices, or any information, including a formula,
pattern, compilation, program, device, method, technique, or process, that:
derives independent economic value, actual or potential, from not being
generally known to the public or to other persons who can obtain economic value
from its disclosure or use; and is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy) one Party (the "Disclosing
Party") discloses to the other Party (the "Receiving Party") pursuant to this
Contract either:
(a) in a document (any written, graphic, machine readable, or other
tangible form) which is either
(1) Marked "Confidential" or in some other manner to indicate its
confidential nature; or
(2) a tape or electronic transfer of data that is expressly identified as
confidential by the Disclosing Party prior to
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disclosure and is inherently known to have a confidential nature, such as a
tape for reticle generation, a netlist, a database for testing, etc.;
(b) orally, provided that the Disclosing Party:
(1) at the time of disclosure, expressly states that such orally disclosed
Trade Secret is confidential, and
(2) within a reasonable time (not to exceed thirty (30) days) after its
oral disclosure, delivers to the Receiving Party a document marked as aforesaid
setting forth written confirmation of the prior oral confidential disclosure
and setting forth the Trade Secret so disclosed.
18.2 Except as required for the performance of this Contract, each Party
shall treat as confidential all Confidential Information of the other Party,
shall not use such Confidential Information and shall not disclose such
Confidential Information to any third party except as required for the
performance of this Contract, and subject to confidentiality obligations at
least as protective as those set forth herein. Without limiting the foregoing,
the Receiving Party use at least the same degree of care which it uses to
prevent the disclosure of its own confidential information of like importance
(and no less than reasonable care) to prevent the disclosure of Confidential
Information disclosed to it by the Disclosing Party.
18.3 The Receiving Party has no obligation to refrain from making a
disclosure of confidential information if such disclosure is:
(a) in response to a valid order of a court or other governmental
body of the United States or any political subdivision thereof; provided,
however, that the Receiving Party making the disclosure pursuant to the order
shall first have given prior written notice to the Disclosing Party so as to
permit the Disclosing Party to take such protective action as it deems
appropriate, including the seeking of a protective order requiring that the
information and/or documents so disclosed be used only for the purposes for
which the order was issued; or
(b) otherwise required by law, or
(c) necessary to establish rights under this Contract.
18.4 The Receiving Party has no obligation to refrain from either making a
disclosure of, or using any information that:
(a) is already in the possession of the Receiving Party without
obligation of confidence;
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(b) is independently developed by the Receiving Party;
(c) is or becomes publicly available without breach of this
Contract;
(d) is rightfully received by the Receiving Party from a third
party; or.
(e) is intentionally disclosed by the Disclosing Party to a third
party without a confidentiality restriction.
18.5 The obligation to protect the Confidential Information shall survive
for three (3) years following the date of disclosure thereof under this
Contract, except that the obligation to protect the Confidential Information
concerning construction (including layout), operation, and testing of Devices
shall survive while WDC purchases such Devices from AMI, and shall not in any
event terminate earlier than three (3) years after the termination of this
Contract.
18.6 WDC shall defend, indemnify and hold harmless AMI against any damages,
expense or loss resulting from infringement of patents, copyrights, trademarks
or any other intellectual property right arising from compliance with WDC's
designs, specifications and/or instructions. Except as provided in the
preceding sentence, AMI shall defend any suit or proceeding brought against WDC
to the extent that such suit or proceeding is based exclusively on a claim that
AMI's fabrication process constitutes an infringement of any United States
patent. In no event shall AMI's total liability to WDC under this provision
exceed the aggregate sum paid by WDC to AMI for the allegedly infringing
products. The foregoing states the entire liability of AMI for patent
infringement under this Contract. THIS PROVISION IS STATED IN LIEU OF ANY
OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT, AND SHALL
BE THE SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF ANY KIND.
18.7 WDC shall own the intellectual property rights pertaining to the
design of the Devices; however, AMI shall own the reticles obtained by AMI for
the purpose of supplying Devices to WDC under this Contract.
18.8 Notwithstanding anything in Section 18.2 to the contrary, and
notwithstanding anything to the contrary contained in any other agreement
between the Parties, and subject to Section 3.4, the Parties do not intend to
obligate WDC to refrain from using AMI's Design System or Standard Cells AMI
discloses to WDC; to the contrary, AMI hereby grants WDC an irrevocable (except
for uncured material breach of this Contract by WDC), worldwide, non-exclusive,
non-transferable, royalty-free license (without the right to sublicense) to
make and to have made and to sell or otherwise dispose of any integrated
circuit that either has been
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designed using AMI's Design System or embodies any AMI Standard Cell, or both,
including the integrated circuits that shall constitute the Candidate
Production Chips and including any other integrated circuit that hereafter
during the Term hereof is designed (whether originally or as a derivative)
using AMI's Design System or embodies any AMI Standard Cell, or both.
19. ENTIRE CONTRACT
This Contract, and the Exhibits identified herein, constitute the
entire contract between the parties with respect to the subject matter hereof.
All prior contracts between the parties, whether written or oral, express or
implied, with respect to the subject matter hereof, are canceled and
superseded. All inconsistent and/or additional terms and conditions set forth
in any WDC purchase order or release, and all inconsistent and/or additional
terms and conditions set forth in any AMI acceptance or acknowledgement of
purchase order, are canceled and superseded by this Contract. The
interpretation of this Contract may not be explained or supplemented by any
course of dealing or performance.
IN WITNESS WHEREOF, the Parties have caused this Contract to be signed and
accepted by their duly authorized representatives as of the day and year first
above written.
"AMI" "WDC"
AMERICAN MICROSYSTEMS, INC. WESTERN DIGITAL CORPORATION
By: CONRAD WREDBERG By: KEN HENDRICKSON
------------------ -----------------------------
(Signature) (Signature)
Conrad Wredberg Ken Hendrickson
------------------ -----------------------------
(Printed Name) (Printed Name)
President and CEO Executive Vice President/G.M.
------------------ -----------------------------
(Title) (Title)
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EXHIBIT A
1. WAFER CAPACITIES, WAFER PRICES, and LEADTIMES
CALENDAR Q394 Q494 Q195 Q295 Q395 Q495 Q196 Q296 Q396 Q496
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
WSPW CAPACITY
- - -------------
"EQUIVALENT
WAFERS" *
NOTE: The term "Equivalent Wafers" shall mean a number of wafers, whether some
or all are DLM wafers and whether some or all are TLM wafers, and shall be
computed by adding the number of DLM wafers to the number resulting from
multiplying the number of TLM wafers by 1.25. For example, if WDC orders 500
DLM wafers and 400 TLM wafers, this corresponds to [500 + (1.25)(400)] = 1000
Equivalent Wafers.
The following table lists the maximum capacity limit in WSPW if all wafers
ordered were to be DLM:
CALENDAR Q394 Q494 Q195 Q295 Q395 Q495 Q196 Q296 Q396 Q496
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
DLM(WSPW) *
The following table lists the maximum capacity limit in WSPW if all wafers
ordered were to be TLM:
CALENDAR Q394 Q494 Q195 Q295 Q395 Q495 Q196 Q296 Q396 Q496
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
TLM(WSPW) *
Q'ly TLM 10,400/Quarter, Q295 - Q496
* As for Q295, the Parties shall determine by December 31, 1994, the WSPW
quantities for DLM and TLM subject to a cap of 1000 Equivalent WSPW.
* * *
LEADTIMES
DLM FAB *
TLM FAB *
PROBE *
BACKGRIND *
POLYIMIDE *
Standard
Lead Times:
DLM *
TLM *
* Confidential Treatment
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2. NRE CHARGES: * * (Tooling) + * (Engineering Lot Charge)
* per plate in the event of an ECO to a given reticle set
3. LOT EXPEDITE CHARGES: Expedite Lot: */Lot @ 27 calendar days
Hot Hand-Carry Lot: */Lot @ 21 calendar days
4. WAFER PROBE CHARGE ("WPC"): */Wafer
The Parties have agreed upon the amount of this charge based upon a
plan to use a Trillium Tester that is expected to probe wafers at the rate of
10 wafers/hr. If the average rate of probing wafers under this Contract
materially changes, the Parties shall re-negotiate the Wafer Probe Charge. In
addition, WDC may want to consign certain test equipment to AMI for AMI to use
in probe testing of Wafers made under this Contract. The Parties shall
negotiate in good faith a reduction in the Wafer Probe Charge based upon any
such consignment.
5. WAFER BACKGRIND CHARGE ("WBC"): */Wafer (based upon flatness w/i 10
microns.)
The Parties have agreed upon the amount of this charge based upon a
plan to use an independent contractor to backgrind the wafers. If the average
actual cost of backgrinding wafers under this Contract materially changes, the
Parties shall re-negotiate the Wafer Backgrind Charge.
6. APPLICABLE ADDER CHARGES ("AAC"):
(a) POLYIMIDE ADDER: * per wafer. Incremental NRE for a new
design before plates are made is * (one Plate), or * (two plates) after plates
are made.
(b) POLYCIDE ADDER: * per wafer. An adjustment to the standard
die yield references (Exhibit C) will be determined by the parties at the time
of implementation.
(c) SALICIDE ADDER: To be negotiated.
* Confidential Treatment
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EXHIBIT B
4-CORNER TEST / EXPERIMENTAL LOTS
1. PURPOSE OF 4-CORNER EXPERIMENTAL LOT
The purpose of the 4-corner test of a Device is to verify that the
Device functions properly throughout normal expected variations in the DC
electrical results deriving from AMI process(es). This will be accomplished by
varying the gate channel length and the threshold voltage as described below.
2. DESCRIPTION
The 4-corner test shall be designed so that the following DC
electrical results are achieved:
SPLIT Vtn(v) Vtp(v) Leff (micron m) Nominal Values:
*
3. EVALUATION
The experimental lots shall be evaluated by subjecting them to normal
AMI DC electrical tests (MAP) and probe tests. In some cases, WDC may require
final electrical tests following package assembly to complete the evaluation.
The evaluation shall be judged completed when the following criteria are
satisfied:
a. AMI MAP tests demonstrate the electrical targets defined in Section 2
(above) have been met to the satisfaction of AMI. If such targets
have not been met, AMI may at its expense repeat the experiment up to
a limit of three (3) attempts.
b. Probe tests have been completed and it is shown through the use of the
Student T-Test that none of the 4 experimental splits is significantly
different from the nominal split to a confidence level of 90%.
c. If desired by WDC, final electrical tests have been completed and it
is shown through the use of the Student T-Test that none of the 4
experimental splits is significantly different from the nominal split
to a confidence level of 90%.
Criteria listed above may be waived or altered by mutual consent of both
Parties.
4. RESPONSIBILITY
a. AMI shall be responsible for designing, executing, and DC electrical
testing of these experiment lots.
* Confidential Treatment
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b. Probe tests may be performed at either AMI or WDC. WDC shall be
responsible for evaluation of the probe results.
c. Final electrical tests (if required) shall be performed and evaluated
by WDC.
5. APPROVAL
The subject WDC-designed Device shall be deemed to have passed the
4-Corner Experimental Tests based upon the satisfactory completion of the tests
and evaluations described above. Subject to the requirements of Section 4.4
having been met, WDC's final decision to transition the Device to Die Pricing
shall rest with the WDC Operations Manager.
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EXHIBIT C
STANDARD DIE YIELD REFERENCE
TLM DO = *.* DLM DO = *.*
DIE SIDE # AREA # GROSS NET NET
MILS CM CM2 DIE ## YIELD D/W## YIELD D/W##
300 0.762 0.581 125 **.*% ** **.*% **
305 0.775 0.600 123 **.*% ** **.*% **
310 0.787 0.620 121 **.*% ** **.*% **
315 0.800 0.640 119 **.*% ** **.*% **
320 0.813 0.661 117 **.*% ** **.*% **
325 0.826 0.681 115 **.*% ** **.*% **
330 0.838 0.703 113 **.*% ** **.*% **
335 0.851 0.724 111 **.*% ** **.*% **
340 0.864 0.746 109 **.*% ** **.*% **
345 0.876 0.768 107 **.*% ** **.*% **
350 0.889 0.790 105 **.*% ** **.*% **
355 0.902 0.813 103 **.*% ** **.*% **
360 0.914 0.836 101 **.*% ** **.*% **
365 0.927 0.860 100 **.*% ** **.*% **
370 0.940 0.883 98 **.*% ** **.*% **
375 0.953 0.907 96 **.*% ** **.*% **
380 0.965 0.932 94 **.*% ** **.*% **
385 0.978 0.956 92 **.*% ** **.*% **
390 0.991 0.981 90 **.*% ** **.*% **
395 1.003 1.007 88 **.*% ** **.*% **
400 1.016 1.032 86 **.*% ** **.*% **
405 1.029 1.058 84 **.*% ** **.*% **
410 1.041 1.085 83 **.*% ** **.*% **
415 1.054 1.111 81 **.*% ** **.*% **
420 1.067 1.138 79 **.*% ** **.*% **
425 1.080 1.165 77 **.*% ** **.*% **
430 1.092 1.193 76 **.*% ** **.*% **
435 1.105 1.221 74 **.*% ** **.*% **
440 1.118 1.249 72 **.*% ** **.*% **
445 1.130 1.278 70 **.*% ** **.*% **
450 1.143 1.306 69 **.*% ** **.*% **
455 1.156 1.336 67 **.*% ** **.*% **
460 1.168 1.365 66 **.*% ** **.*% **
465 1.181 1.395 64 **.*% ** **.*% **
470 1.194 1.425 62 **.*% ** **.*% **
475 1.207 1.456 61 **.*% ** **.*% **
480 1.219 1.486 59 **.*% ** **.*% **
485 1.232 1.518 58 **.*% ** **.*% **
490 1.245 1.549 56 **.*% ** **.*% **
495 1.257 1.581 55 **.*% ** **.*% **
500 1.270 1.613 53 **.*% ** **.*% **
505 1.283 1.645 52 **.*% ** **.*% **
510 1.295 1.678 51 **.*% ** **.*% **
515 1.308 1.711 49 **.*% ** **.*% **
520 1.321 1.745 48 **.*% ** **.*% **
525 1.334 1.778 47 **.*% ** **.*% **
530 1.346 1.812 45 **.*% ** **.*% **
535 1.359 1.847 44 **.*% ** **.*% **
540 1.372 1.881 43 **.*% ** **.*% **
545 1.384 1.916 41 **.*% ** **.*% **
550 1.397 1.952 40 **.*% ** **.*% **
555 1.410 1.987 39 **.*% ** **.*% **
560 1.422 2.023 38 **.*% ** **.*% **
565 1.435 2.060 37 **.*% ** **.*% **
570 1.448 2.096 36 **.*% ** **.*% **
575 1.461 2.133 35 **.*% ** **.*% **
# Based on center-of-scribe to center-of-scribe measurements
## Gross and net die will be adjusted for any non-die fileds stepped on
the wafer resulting in a reduced gross die count
### Actual gross die based on completed reticles may be used for net die
calculations
* Confidential treatment
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EXHIBIT C
STANDARD DIE YIELD REFERENCE
TLM DO = *.* DLM DO = *.*
DIE SIDE # AREA # GROSS NET NET
MILS CM CM2 DIE ## YIELD D/W## YIELD D/W##
300 0.762 0.581 125 **.*% ** **.*% **
305 0.775 0.600 123 **.*% ** **.*% **
310 0.787 0.620 121 **.*% ** **.*% **
315 0.800 0.640 119 **.*% ** **.*% **
320 0.813 0.661 117 **.*% ** **.*% **
325 0.826 0.681 115 **.*% ** **.*% **
330 0.838 0.703 113 **.*% ** **.*% **
335 0.851 0.724 111 **.*% ** **.*% **
340 0.864 0.746 109 **.*% ** **.*% **
345 0.876 0.768 107 **.*% ** **.*% **
350 0.889 0.790 105 **.*% ** **.*% **
355 0.902 0.813 103 **.*% ** **.*% **
360 0.914 0.836 101 **.*% ** **.*% **
365 0.927 0.860 100 **.*% ** **.*% **
370 0.940 0.883 98 **.*% ** **.*% **
375 0.953 0.907 96 **.*% ** **.*% **
380 0.965 0.932 94 **.*% ** **.*% **
385 0.978 0.956 92 **.*% ** **.*% **
390 0.991 0.981 90 **.*% ** **.*% **
395 1.003 1.007 88 **.*% ** **.*% **
400 1.016 1.032 86 **.*% ** **.*% **
405 1.029 1.058 84 **.*% ** **.*% **
410 1.041 1.85 83 **.*% ** **.*% **
415 1.054 1.111 81 **.*% ** **.*% **
420 1.067 1.138 79 **.*% ** **.*% **
425 1.080 1.165 77 **.*% ** **.*% **
430 1.092 1.193 76 **.*% ** **.*% **
435 1.105 1.221 74 **.*% ** **.*% **
440 1.118 1.249 72 **.*% ** **.*% **
445 1.130 1.278 70 **.*% ** **.*% **
450 1.143 1.306 69 **.*% ** **.*% **
455 1.156 1.336 67 **.*% ** **.*% **
460 1.168 1.365 66 **.*% ** **.*% **
465 1.181 1.395 64 **.*% ** **.*% **
470 1.194 1.425 62 **.*% ** **.*% **
475 1.207 1.456 61 **.*% ** **.*% **
480 1.219 1.486 59 **.*% ** **.*% **
485 1.232 1.518 58 **.*% ** **.*% **
490 1.245 1.549 56 **.*% ** **.*% **
495 1.257 1.581 55 **.*% ** **.*% **
500 1.270 1.613 53 **.*% ** **.*% **
505 1.283 1.645 52 **.*% ** **.*% **
510 1.295 1.678 51 **.*% ** **.*% **
515 1.308 1.711 49 **.*% ** **.*% **
520 1.321 1.745 48 **.*% ** **.*% **
525 1.334 1.778 47 **.*% ** **.*% **
530 1.346 1.812 45 **.*% ** **.*% **
535 1.359 1.847 44 **.*% ** **.*% **
540 1.372 1.881 43 **.*% ** **.*% **
545 1.384 1.916 41 **.*% ** **.*% **
550 1.397 1.952 40 **.*% ** **.*% **
555 1.410 1.987 39 **.*% ** **.*% **
560 1.422 2.023 38 **.*% ** **.*% **
565 1.435 2.060 37 **.*% ** **.*% **
570 1.448 2.096 36 **.*% ** **.*% **
575 1.461 2.133 35 **.*% ** **.*% **
# Based on center-of-scribe to center-of-scribe measurements
## Gross and net die will be adjusted for any non-die fileds stepped on
the wafer resulting in a reduced gross die count
### Actual gross die based on completed reticles may be used for net die
calculations
* Confidential treatment
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EXHIBIT D
CHANGE ORDER/CANCELLATION COMPENSATION
(See Section 10.3 and Exhibit "A" of Contract)
WORK IN PROCESS (W.I.P.) CANCELLATION CHARGES
AMI "DLM" FAB STEP CANCELLATION CHARGES
* * OF WAFER UWP
* * OF WAFER UWP
* * OF WAFER UWP
* * OF WAFER UWP
AMI "TLM" FAB STEP CANCELLATION CHARGES
* * OF WAFER UWP
* * OF WAFER UWP
* * OF WAFER UWP
* * OF WAFER UWP
* Confidential Treatment
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EXHIBIT E
LIST OF SPECIFICATIONS AND "QUAL MEMO"
Specifications:
QC000082 Rev 01
QC000159 Rev 02
QC000175 Rev A0
RL000100 Rev J0
QC020016 Rev 01
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EXHIBIT E
[WESTERN DIGITAL LOGO/LETTERHEAD]
SUBJECT: QUALIFICATION PLAN FOR AMI CW (0.8 MICRON) DIFFUSION PROCESS
FROM: J.K. WANG
DEPARTMENT: MCP QUALITY
DATE: JUNE 16, 1994
WD QUALIFICATION PLAN:
The following reliability qualification plan is laid out based on the
assumption that CW TLM diffusion process will be loaded first. It is assumed
that neither polycide nor salicide process is required for
********************. This plan is subject to change if polycide process is
required for porting existing WD design to the AMI foundry.
WHAT IS COVERED IN THE QUALIFICATION?:
Ideally, to perform a full qualification of a process, one or several
vehicles that include all the library cells in CW technology and cover all the
features allowed by the CW design rules (e.g. stacked vias ?) need to be
available. AMI needs to provide to WD the list of library cells and design
rules that are not covered by SEC chips. In addition, any new cells or allowed
design rule deviations (*****************) that are not covered by SEC need to
be listed to WD Reliability and the plan to address alternate qualification
method for these new cells or features must be provided by AMI before July 15,
1994.
Without cell and rule information about SEC as discussed above, WD
Reliability proposes R2 qualification of CW (0.8 micron) diffusion process
using two AMI SEC lots. Passing R2 read points for all the stresses permits R2
release of the process only, not the whole cell library or design rule.
Reliability plan addressing the differential features between SEC and CW cell
library, between SEC and *************** need to be provided by AMI. The work
necessary to address all such differential features must be complete by *.
For R3 release, two conditions need to be met. One is that these SEC
lots plus one WD ************* device lot of 370 units need to pass R3 read
points. The other is that the process infant mortality as demonstrated by
*************** chips or comparable AMI devices needs to be below 2000 PPM.
WD's goal is to receive products that are less than ***************. AMI needs
to provide infant mortality improvement plan and monitor the infant mortality
trend on bi-weekly basis.
SEC and *************** qualification lots require HTOL, environmental
stresses, ESD and latchup, etc. Reliability stress conditions should be the
same between SEC and WD code(s). Since WD *************** devices consist of
random logic with analog contents and are much more difficult to debug any
reliability failure than SEC, AMI's is requested to adopt our stress condition
instead of their sequential stress method.
* Confidential treatment
38
EXHIBIT E
The following summarizes the reliability tests and the sample size per
lot required for CW process qualification:
STRESS NAME STRESS DURATION REJECT/SAMPLE/LOT CYCLE TIME
- - ----------------------------------------------------------------------------------------------------------
HTOL 48hrs 168hrs 500hrs 1000hrs ******* 2 mo
(6.5V,125 degrees C, dynamic) *******
HTS (150 degrees C) 168hrs 500hrs 1000hrs ******* 2 mo
TC(-65 degrees C/150 degrees C) 300cyc 600cyc ******* 2.5 wks
TS(-55 degrees C/125 degrees C) 100cyc ******* 1 wk
pressure cooker 96hrs 240hrs ******* 1.5 wks
THB 168hrs 500hrs 1000hrs ******* 2 mo
bond strength ******* 1 day
ESD, 2000V/1200V/600V ******* 1 wk
Latchup 100mA (DC ramp, 125C) ******* 2 days
Hot carrier ******* days
Electromigration ******* hrs to wks
Construction analysis ******* 3 wks
Table I Reliability Test Plan for 0.8 micron CW Diffusion Process.
Note:
1) Boldface: R2 requirement (production release) (A/W): AMI performs on
TLM SEC, WD performs on WD code ***************. Total sample for
each lot is about 370 units not including EM, hot carrier or
construction analysis. One wafer or 10 packaged devices can be used
for construction analysis (A): AMI performs this test (W): WD performs
this test.
2) All functional failures need to be baked at 150 degrees C for 24
hours and re-tested. If passing re-test, the failures are considered
bake recoverable. Bake recoverable defects require special analysis
procedure that needs to be discussed later between AMI and WD. If
failed re-test, the failures are routed to failure analysis.
3) prerequisite: AMI needs to have TLM SEC design and mask sets complete.
4) If latchup is performed at room temperature using JEDEC pulse method,
it should pass 250 mA.
5) Constant current stressing for electromigration ************ and
*********** data (fit to lognormal distribution) should be provided to
WD.1
6) WD need to know if SEC includes all the ESD buffers related to 1, O,
I/O, pull up, pull down and tri-state buffers. AMI has indicated that
0.8 micron DLM gate array test chip passed ************ protection
for pin leakage except for Idd current due to core circuit damage,
and it passed pin leakage and Idd current for ************. AMI
indicated that any product designed in the CWx technology is assured
of having better than ************ ESD immunity2. AMI needs to report
whether this gate array data applies to standard cell or custom TLM3.
cc: ************ ************* *************
************ ************* *************
************ ************* *************
************ ************* *************
****:
1 **********************************************************
2 ****************************************************************************
***************************
3 **********************************************************
39
EXHIBIT F
TERMS AND CONDITIONS CONCERNING DESIGN SERVICES ACTIVITIES
This Exhibit sets forth AMI's analysis of the support required in order to help
WDC successfully implement both Enterprise and Horizon (the "First Devices")
during the Qualification Phase of this Contract.
There are three basic categories of activity:
1. Software Tools and Services
2. Engineering Services
3. Back End Support
Within these activities there are deliverables such as the actual software for
category 1, the circuit description and physical data on the custom cells AMI
develops for category 2 and sorted, assembled and tested parts for category 3.
Deliverables are priced on a stand-alone basis. Services are quoted as a fixed
dollar amount based on assumptions as to the time and effort required for such
things as the development of special cells, but "rates" for engineering time
are shown also in the event that engineering effort required extends beyond the
scope of the assumptions used. AMI's assumptions are shown below:
ASSUMPTIONS:
1. A Technical Program Manager (TPM) will be required full time for six
months, half time for the next six months and part time thereafter (this person
is Barry West). If needed beyond six months, the TPM can be made available on
a full time basis.
2. Dedicated support from San Jose based Field Applications Engineers
(FAE) equal to one-third time through "tape out" on both Horizon and
Enterprise.
3. Development of the special cells (22 as of Effective Date) is
estimated at 16 man weeks and with concurrent engineering in Pocatello is
estimated to take a total span of 10 calendar weeks.
4. Engineering training will be required of AMI engineering both on site
in Mountain View and in Pocatello.
CATEGORY 1 - SOFTWARE TOOLS & SERVICES:
Deliverables include: H-spice models, Verilog simulation models, IKOS
simulation models, physical models, Design Kit (libraries, 5-corner simulation
tools, Enhanced Design Utilities, optimization tools), Access Design Tools,
process target intrinsic parameters and design rules.
1
40
Cost: *
- training and installation at below listed rates
- installation at locations other than Mountain View not included
- number of "seats" to be determined by WDC
ENGINEERING SERVICES:
Weekly rate for AMI engineering at their home site: *
Weekly rate for Pocatello engineering in Mt. View: *
Development of afore-
mentioned special cells: *
Technical Program Manager: *
*
*
Dedicated FAE support: *
Layout Engineering: *
BACK-END SUPPORT
Assembly of 30 Ceramic prototypes *
Assembly of 100 Plastic samples *
Test - hardware and execution *
(WDC to do test development)
Test - per tester hour *
In addition to providing the prototypes and samples as mentioned above (which
are already included in the dollar value set forth below) and according to
Section 2.8 of the Wafer and Die Purchase Contract, AMI will run two full lots
at no charge to WD, excluding assembly and test except for a "reasonable number
of devices" per Section 2.8(a), on the basis of a standard priority. Any
expedite charges will be additional according to Exhibit A of the Contract.
WDC shall place a purchase order for the following items immediately, which AMI
will call "initial NRE."
Software deliverables *
Development of special cells *
Technical Program Manager and
dedicated FAE support *
Protos & samples of the First Devices *
*
Milestone payments of the "initial NRE" shown above will be billed to WDC
according to the following schedule:
* Confidential Treatment
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41
Start of Project (already past) *
* "tape out" *
* "tape out" *
Ceramic * working sample approval *
Ceramic * working sample approval *
Additional purchase orders may be necessary for separate items as they become
necessary. Any effort expended or charges which will be incurred in excess of
those listed above should be mutually discussed and agreed upon by AMI and WDC
before such effort is expended and charges are incurred.
PROPOSED DEVELOPMENT SCHEDULE
AMI will use its commercially reasonable best efforts to achieve the following
schedules:
Milestones * *
Release to Layout * *
Tape Out * *
Wafers out of Fab * *
30 Ceramic Protos * *
100 Plastic Samples * *
* Confidential Treatment
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EXHIBIT G
SCHEDULE OF MILESTONES
43
Page 2 of 8
EXHIBIT G
AMI Process Qual Schedule
Description Weeks Estm. Completion Date
- - ----------- ----- ---------------------
SEC LOT #1
Fab out 28 - 33 8/14
Sort 33 - 34 8/21
Assembly 34 - 37 9/11
1000 hours of life 37 - 48 11/13
1000 hours of storage life 37 - 45 11/8
SEC LOT #2
Fab out 28 - 35 8/28
Sort 35 - 36 9/4
Assembly 36 - 39 9/25
1000 hours of life 39 - 48 11/27
1000 hours of storage life 39 - 47 11/20
SEC LOT #3
Fab out 28 - 37 9/11
Sort 37 - 38 9/16
Assembly 38 - 41 10/9
1000 hours of life 41 - 50 12/11
1000 hours of storage life 41 - 49 12/4
* Confidential treatment
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Page 3 of 8
EXHIBIT G
ID TASK NAME DURATION START FINISH % COMP.
1 CELL 3 LIBRARY CREATION * *** *** 100%
2 Define Metal Pitch * *** *** 100%
3 Create Initial library * *** *** 100%
4 Create LEF Timing File * *** *** 100%
5 Timing Added to library * *** *** 100%
6 Test Routes complete * *** *** 100%
7 Missing cell investigation * *** *** 100%
8 Update data files * *** *** 100%
9 Copy ESD memo to WD * *** *** 100%
10 Die size estimation * *** *** 100%
11 Die size estimation program for WD * *** *** 100%
12 CUSTOM CALL REQUESTS * *** *** 56%
13 Research schedule reduction * *** *** 100%
14 6 I/O cells for ************ * *** *** 100%
15 6 I/O cells on workstations * *** *** 100%
16 Release cells to WD * *** *** 0%
17 Analog input with protection * *** *** 50%
18 IO83X6 for ************ * *** *** 100%
19 2 core cells for ************ * *** *** 100%
20 2 core cells on workstation * *** *** 100%
21 Release to WD * *** *** 0%
22 Preliminary cell development * *** *** 85%
23 14 Preliminary cells on workstations * *** *** 0%
24 All preliminary models released * *** *** 0%
25 14 I/O cells for ************ * *** *** 20%
26 14 Final I/O cells on workstations * *** *** 0%
27 All physical and final models * *** *** 0%
28 CWX3V LIBRARY * *** *** 95%
29 3V Characterization * *** *** 100%
30 3V library creation * *** *** 100%
31 Addition to mission cells * *** *** 75%
32 Delay Calculator problems * *** *** 100%
33 FIFO INVESTIGATION * *** *** 75%
34 Simulation * *** *** 50%
35 Layout * *** *** 100%
36 ROM DATA * *** *** 100%
37 Models * *** *** 100%
38 Physical * *** *** 100%
* Confidential Treatment
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Page 4 of 8
EXHIBIT G
ID TASK NAME DURATION START FINISH % COMP.
39 SAMPLE PACKAGES * *** *** 78%
40 208 pln pkg * *** *** 100%
41 240 pln pkg * *** *** 75%
42 PLI - Vector Issues * *** *** 100%
43 Missing I/O's (3) * *** *** 100%
44 Recommended ************ Clock Structure * *** *** 100%
45 Unrecognized resistor problem * *** *** 100%
46 LPE netlist extraction investigation * *** *** 100%
47 LPE flow creation * *** *** 100%
48 Update LPE rules for TLM * *** *** 100%
49 3 sigma vs 2 sigma investigation * *** *** 100%
50 Get GDS utilities to WD * *** *** 100%
51 AcrCell routing density study * *** *** 100%
52 Metal migration relaxation results * *** *** 100%
53 TD02 and TD03 to WD * *** *** 100%
54 Power Equation accuracy data * *** *** 100%
55 TEST PROGRAM * *** *** 0%
56 Test Engineer assigned * *** *** 0%
57 ************ * *** *** 2%
58 Netlist to AMI for parallel layout * *** *** 0%
59 Power Pad investigation * *** *** 0%
60 Custom block abstracts to AMI * *** *** 100%
61 AMI parallel layout * *** *** 2%
62 Release to layout * *** *** 0%
63 Layout * *** *** 0%
64 Tape out * *** *** 0%
65 Fabrication of wafers * *** *** 0%
66 Wafers out of Fab * *** *** 0%
67 30 Ceramic protos * *** *** 0%
68 100 Plastic samples * *** *** 0%
69 ************ * *** *** 0%
70 Release to layout * *** *** 0%
71 Layout * *** *** 0%
72 Tape out * *** *** 0%
73 Fabrication of Wafers * *** *** 0%
74 30 Ceramic protos * *** *** 0%
75 100 Plastic samples * *** *** 0%
* Confidential treatment
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Page 5 of 8
EXHIBIT G
1 CALL 3 LIBRARY CREATION
6/14/94 - Task completed except test routes. Behind schedule due to
other commitments. Toan Ly has received initial library with timing.
6/17/94 - Unable to update status of test routes due to inability to
contact J. Seymour.
7/6/94 - complete except for a few missing cells which have been
provided by WD
6 TEST ROUTES COMPLETE
6/24/94 - Jim Seymour will deliver final Cell 3 libraries to Toan Ly
today. He will also train Toan on processing new cells and using the
library.
7 MISSING CELL INVESTIGATION
6/17/94 - Unable to contact J. Seymour to discuss missing cells.
6/24/94 - Jim fixed missing core cells. Barry delivered the missing
I/O cells to Toan on 6/22/94.
10 DIE SIZE ESTIMATION
7/8/94 - Current die size estimate for ************ mils/side.
11 DIE SIZE ESTIMATION PROGRAM FOR WD
6/17/94 - Trying to get a formula of simple spreadsheet to WD for die
size estimations.
6/22/94 - Still trying to get program.
6/24/94 - Program mailed to Marty Jain on 6/23/94 and he will deliver
to WD when he gets it.
13 RESEARCH SCHEDULE REDUCTION
6/17/94 - Proposal is to release preliminary models which will be
incrementally replaced with final models as they are completed.
Preliminary models will be produced without backannotation and will
have some degree of inaccuracy. Investigation is underway to
determine the scope of the inaccuracy.
14 6 I/O CELLS FOR *************
6/13/94 - Delay due to misinterpreted spec on ************. Pull-up
was left out on initial version.
6/17/94 - Delay due to confusion on PCI spec. AMI designed internal
design, WD wanted pull-up and schmitt. Since AMI cannot meet PCI spec
for VIH and VIL with schmitt, Terry Wu agreed to a design with no
schmitt but with a pull-up. Design was produced and completed on
6/17/94.
16 RELEASE CALLS TO WD
6/17/94 - Completed 4 days behind schedule due to issues discussed in
item 14.
17 ANALOG INPUT WITH PROTECTION
7/8/94 - WD has requested and analog direct core input with ESD
protection added. The cell will provide direct analog input to the
core with a range of VSS to VDD. If a signal with a voltage over VDD
is applied, the protection will clamp the signal back to VDD. The
cell development should not effect previous cell development
commitments since it is a layout project only. An existing cell
(PP04X) will be used in the layout until this cell can be finished.
18 I083X6 FOR ***********
7/13/94 - Request for this cell has potential schedule impact of 2
days on the *********** cells. Wallace Kou of WD was informed of this
potential impact on 7/8/94 by Marty Jain.
19 2 CORE CELLS FOR ************
6/15/94 - ITA4 cell designed and layout started. DLY8_2_3 cell design
has begun.
6/17/94 - Cells completed on schedule even when PCI redesign
conflicted with schedule. Thanks to Y. Zhang and J. Witt.
21 RELEASE TO WD
6/17/94 - Completed on time.
22 PRELIMINARY CELL DEVELOPMENT
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6/22/94 - First schematic drawn and DC characteristics measured.
Schematic is given to WD for approval.
6/24/94 - AC and DC characteristics of first schematic have been
measured and given to WD for approval. Now that specs are understood
by AMI and methodology for designing the cells has been established,
the rest of the cells should progress faster.
6/29/94 - All 6ma, 4ma, 16ma and all level shifter schematics are
complete. These will be delivered to WD by Barry West during site
visit on 6/30/94. This project remains on schedule.
7/6/94 - All schematics are complete. They are waiting for WD
approval. This project remains on schedule.
7/8/94 - Timing views for first device are under development. Still
waiting approval of schematics from WD.
7/13/94 - Timing views almost complete. Still waiting for WD to
approve schematics. AMI is assuming they ore OK. WD has been
provided with HSPICE files for all cells.
25 14 I/O CELLS FOR **********
6/22/94 - This task pertains to layout and final model generation.
7/6/94 - First cell is in layout at DRC/LVS verification. Protection
structure for WIDX and WSIX cells is under development.
7/13/94 - Four cells are completed in layout. The lack of schematic
approval from WD is becoming critical in the ability of AMI to finish
this test on time. AMI has assumed that the schematics are OK and
continued with layout. If some schematics are rejected by WD that are
already finished in layout, it will impact the schedule. Wallace Kou
and Andy Anderson will be notified by phone of this problem today.
30 3V LIBRARY CREATION
6/17/94 - Task competed on time. Thanks to Y. Zhang, M. Willis, and
R. Ray.
6/22/94 - Libraries were not produced on ***********. Should be done
by 6/23/94.
33 FIFO INVESTIGATION
6/10/94 - Awaiting input from WD on FIFO.
6/17/94 - Cell level netlist received. Still trying to contact Jason
Trinh to find out exactly what is to be done on this investigation.
6/22/94 - Task is proceeding after discussions with Jason.
34 SIMULATION
6/22/94 - Netlist received. Converting to AMI format. Waiting for
vectors for simulation. They have been promised to AMI by 6/24/94.
6/29/94 - It was discovered that the netlist originally given to AMI
was not the same netlist that WD was using. The cell and net counts
were about 400 too low on the netlist AMI had. A new netlist was
received by Barry West on 6/28/94. Vectors received on 6/27/94. This
caused a restart of the simulation.
7/6/94 - Simulation has begun of netlist. A synthesized netlist of
the design with all MUX cells removed has about 4000 less gates. AMI
will try to prove the simulation that it is functionally equivalent.
If it is, AMI will recommit its use over the original design
containing MUX's.
7/13/94 - Simulation is underway.
35 LAYOUT
6/29/94 - Test layouts completed for both old and new netlist of FIFO.
Cell densities were low on this netlist and concern about the
routability of the AMI libraries were expressed by WD. After some
evaluation of the netlist for the FIFO by Barry West, it was
discovered that almost 50% of the gate count of the design was the
largest cell in the library (MX81). Given this fact and the fact that
the design has a large pin per net ratio (over 4), AMI feels that this
is not a fair test case to determine the routability of the library.
AMI will replace the MX81 cell with logic to create a fair test case.
WD and AMI will them be able to route the new design to test
routability.
7/6/94 - Still attempting to route new design without MUX cells and
verify that it is functionally the same.
7/8/94 - Route of FIFO without MUX's is complete. AMI got it down to
6.6 mm2 with a cell density of 590 cells per mm2. AMI feels this is
a good density based on the high net count for the FIFO. AMI will
recommend to WD that
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EXHIBIT G
they use the new FIFO block pending the simulation results which
should prove that the new FIFO is functionally the same and runs
faster. AMI will spend some effort to optimize the route further.
7/13/94 - Best route for this without floorplan partitioning (which
could be the best way) is 6.6 mm2.
39 SAMPLE PACKAGES
6/29/94 - All packaging issues will be discussed at meeting at WD on
6/30/94.
6/22/94 - Clock structure defined. Results are being verified.
6/24/94 - Recommended clock structure was delivered by WD on 6/23/94.
Some assumptions made by AMI about the clock structure with respect to
the chip coverage of the clock were invalid. A more detailed
discussion and recommendations from AMI will be developed at the
meeting at WD on 6/30/94.
7/6/94 - New structures recommended for clocks which include floorplan
considerations.
45 UNRECOGNIZED RESISTOR PROBLEM
6/17/94 - Problem was discovered. Current LPS rules require a netlist
and a completed LVS run. This was not happening. Investigation is
under way to find out how long it would take to update LPE rules.
46 LPE NETLIST EXTRACTION INVESTIGATION
6/20/94 - Three days required to update LPE extraction rules to
produce netlist from layout. AMI is waiting for conformation from WD
to proceed with this before it will begin.
47 LPE FLOW CREATION
6/22/94 - Debugging one problem in flow before flow can be released to
WD.
6/24/94 - Awaiting a new version of software from ********** to try to
fix a bug that is crashing the LPE run.
7/13/94 - Unable to get a resolution from ********** about how to fix
the problem. AMI will request assistance from WD to get ********* to
provide a solution.
7/13/94 - ********** has provided a fix. LPE flow was created and
delivered to WD today.
48 UPDATE LPE RULES FOR TLM
8/24/94 - On hold until current bug is fixed.
7/13/94 - Delivered today.
49 3 SIGMA VS 2 SIGMA INVESTIGATION
6/17/94 - Since AMI has no previous experience with using 2 sigma
models with respect to manufacturability of a device, no information
on the impact can be offered. Toan Ly should call Ton Burghard
directly for further information if required.
51 ARCCELL ROUTING DENSITY STUDY
7/6/94 - AMI is trying again with modified FIFO netlist.
7/8/94 -See note on FIFO routing for results.
52 METAL MIGRATION RELAXATION RESULTS
6/24/94 - Barry is attempting to find out the status of this
investigation.
7/6/94 - AMI has provided new numbers to WD. These numbers are 1.3mA
per micron of metal width for all metal layers and 0.9mA per min via
cut.
54 POWER EQUATION ACCURACY DATA
6/24/94 - Accuracy of the power equation in the data book is dependent
on the ability of the user to accurately estimate switching activity
of a circuit in a clock cycle. If this data can be determined
accurately, then the equation is very accurate. Access has automated
routines for applying this equation to a circuit.
55 TEST PROGRAM
7/6/94 - Test meeting on 6/30/94 was a success. This report will
contain summary of commitments of both parties in the next report.
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56 TEST ENGINEER ASSIGNED
6/29/94 - This person is Kim Gunderson. Glen Mikkelson has been
assigned to address yield issues of production.
58 NETLIST TO AMI FOR PARALLEL LAYOUT
6/22/94 - This is for ************.
6/29/94 - AMI has still not received the netlist which was originally
scheduled for 6/24/94.
7/6/94 - AMI has received preliminary netlist from WD on 7/5/94. This
netlist is not layout ready since it contains no clocking structure.
There is also some concern on AMI's part about the number of power
pads in this design vs the number of 16mA outputs. Marty Jain will be
giving WD a clock structure to insert into the netlist today in hopes
it will be ready by 7/7/94. Assuming the netlist is received for
layout on 7/7, it will be 2 weeks behind schedule.
7/8/94 - Netlist undergoing changes to add clock structure and new pin
out to fix power pad placement. Hopefully it will be delivered today.
7/13/94 - Netlist with clock structure and correct pin out was
received on 7/8/94 in the late evening.
59 POWER PAD INVESTIGATION
7/8/94 - AMI has analyzed the power pad requirements and placement and
recommended changes. The number of power pads is fine, but their
placement must be adjusted in order for the design to function
correctly. Terry Wu, Toan Ly, Marty Jain, and Marry West spent
several hours going over an optimum power pad placement and WD has
made the changes. These changes will help assure the design meets all
AMI power pad space.
60 CUSTOM BLOCK ABSTRACTS TO AMI
6/29/94 - AMI has still not received abstracts which we originally
scheduled for 6/24/94.
7/6/94 - Blocks have been received by AMI. There are a couple of
problems remaining that are being resolved. All problems should be
resolved today.
7/8/94 - Only missing place is the pin definition for the backend
block. Layout cannot begin until this is complete.
7/13/94 - All pin problems have been solved today. Layout will begin
today.
61 AMI PARALLEL LAYOUT
6/24/94 - AMI will be performing this layout as a backup to the WD
Cell3 layout. This requires delivery of a netlist and the custom
block abstracts from WD in order to begin on schedule.
6/29/94 - Scheduled start date is being pushed back due to lack of
netlist and abstracts.
7/13/94 - Pad placement file created by AMI and sent to WD. Netlist
is read and floorplanning has begun. The AMI layout is behind the WD
layout due to date AMI received abstracts and netlist.
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APPENDIX
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The timeline indicating the AMI process qual schedule by week is on page 2 of
Exhibit G to Exhibit 10.15