Exhibit 10.1
*OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
UNITED MICROELECTRONICS CORPORATION
No. 13 Innovation Road I
Science Based Industrial Park
Hsin Chu City, Taiwan, R.O.C.
telephone (035) 782-258; facsimile (035) 774-767
12 September 1995
Cyrus Tsui
President
Lattice Semiconductor Corp.
5555 N.E. Moore Court
Hillsboro, OR 97124-6421
fax (503) 681-3077
Dear Mr. Tsui:
As promised yesterday, UMC commits the combined capacity amounts from UMC
and from the foundry ventures in the following specific quantities:
*
Notes: 1) All amounts are conditioned upon Lattice's signatures on and
payments under the Foundry Venture and Foundry Capacity Agreements
for Module D.
2) All are 6 inch equivalents in wafer starts per month w/normal cycle
time.
3) For all amounts, UMC calculates 1.9 six inch wafers are equivalent
to each eight inch wafer.
4) The amounts shown are cumulative for the periods involved of all
quantities supplied from UMC fabrication facilities and/or joint
ventures.
5) The pricing for this capacity shall be as agreed by the parties,
with a maximum Wafer price of * of UMC's standard CMOS logic
processes for wafers of similar geometrics, purchase volumes
and cycle times.
As mentioned, this letter commitment is contingent upon Lattice entering into
the Foundry Venture Agreement and Foundry Capacity Agreement on or before
September 13, 1995. As agreed, all wafer purchases under this Bridge Capacity
Letter shall be handled under the procedures and subject to the specific
provisions of the Foundry Capacity Agreement, or as otherwise agreed in writing
between UMC and Lattice.
In addition, please rest assured that UMC will work diligently to bring
up the processes provided by Lattice in as prompt a manner as is commercially
and technically practicable. To the extent that our implementation of your
processes takes longer than expected for reasons attributable to UMC and/or
our personnel, *. As discussed and unless otherwise agreed, we will provide
the capacity in this commitment from a * (with each of us cooperating during
the transition from UMC to the new venture's facility).
Finally, and without limiting the obligations under the confidentiality
provisions of the Foundry Venture Agreement, FabVen and UMC will treat as
confidential all processes provided by Lattice which are designated by Lattice
as "Confidential" as provided by the procedures stated in the Foundry Venture
Agreement, and, without the written consent of Lattice, neither FabVen nor UMC
shall use or otherwise disclose any such process for any purpose other than the
fabrication of wafers for Lattice. UMC and Lattice anticipate they will enter
into an appropriate non-disclosure and restrictive use agreement with respect to
such information so that each party is reasonably protected with respect to its
proprietary information.
CONFIDENTIAL Bridge Capacity Letter
We understand that you are relying upon this Bridge Capacity Letter in
entering into the Foundry Venture and Foundry Capacity Agreements, as well as
for planning your future wafer capacity supply and, in turn, commitments to
other customers. We also confirm that the provisions of the letter entitled
"Written Assurances Re: Foundry Venture Agreement" for the venture at Module D
will be the same as that for Module C, that, upon signature by Lattice, that
letter will be an enforceable agreement between UMC and Lattice, and, upon
execution of all Venturers, that letter shall be treated as an amendment to
those agreements.
We value Lattice's participation and look forward to a very successful
venture.
Yours sincerely,
Peter Chang
AGREED TO AND ACKNOWLEDGED ON BEHALF OF LATTICE:
/s/Steven Laub
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Authorized Signature
CONFIDENTIAL Bridge Capacity Letter