Factory Building Agreement

Exhibit 10.35


CONTRACT DOC NO AC881 DIVISION PMI


PARTIES ELLIOTT'S ENTERPRISE CO., LTD. DIVISION CONTACT ALICE CHEN
7F NO. 9 WU KUNG 5TH ROAD RICHARD FORREST
WU KU INDUSTRIAL PARK
HSIN CHUNG CITY, TAIPEI HSIEN EFFECTIVE DATE SEPT. 19, 1996
TAIWAN.
TERMINATION DATE DEC. 31, 2001


REN MIN COMPANY LIMITED SALES REP
9 FIVE KUNG FIVE ROAD, HSIN
CHUN, TAIWAN (53,364 SQ. FT.) CONTRACT TYPE LEASE


COUNTRY TAIWAN


CONTR STORAGE LOCAT FILES
(REAL ESTATE)


CONTACT HUANG YING LIANG CONTRACT TEX LOCAT
REMARKS
REAL ESTATE LEASE FOR ADI'S PLANT
IN TAIWAN. THIS FILE ALSO CONTAINS
THE TAIWAN LEASE FOR THE 5TH
FLOOR.


ANALOG ATTORNEY LEE & LI There are three leases; one for 2nd floor, one
for 3rd and 4th floors and one for 5th floor.
Each has an option to extend for 3 to 5 years.
Note that the options can be exercised
individually, meaning not all must be PARTY ATTORNEY UNKNOWN exercised together. If certain floors are no
longer needed, that option can be allowed to
lapse while the others are exercised. There
are options for additional space. (EXPIRES ADI INHOUSE ATT WA WISE 12.31.96)


WORD FILE NAME LEASE FOR FLOORS, 1-5 IN FACTORY
BUILDING 9 FIVE-KUNG-FIVE ROAD, HSIN
GO TO WORD FILE CHUN, TAIPEI HSIEN, TAIWAN


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(Translation)


FACTORY BUILDING LEASE AGREEMENT


This Agreement is entered into on Sep. 19, 1996 by and between Lessor, Ren Min Company Limited (hereinafter referred to as "Party A") and Lessee, Analog Devices Taiwan Limited (hereinafter referred to as "Party B") for lease of the Premises as defined below under the terms and conditions set forth below.


Article I - Description of the Premises


1. Party A hereby agrees to continue to lease to Party B, and Party B
hereby agrees to continue to lease from Party A, the entire space of
the first, second, third, fourth and fifth floors (totalling 53,364
square feet) of the factory building situated at 9, Five-Kung-Five
Road, Hsin Chun, Taipei Hsien, and some ancillary facilities and
improvements as agreed upon by the parties (hereinafter referred to as
"Premises") Party B is hereby granted a preferential right to
additionally lease the sixth and/or seventh floor(s) in the same
factory building according to Article 15 of this Agreement.


2. The ancillary facilities and improvements mentioned in Paragraph (1)
above shall include a parking space sufficient for 25 car parks and
such basic fire protecting facilities as fire fighting water hose and
emergency lights, etc.


3. The parties hereto acknowledge that the Premises included in this
Agreement have been leased by Party A to Party B and are currently
being used by Party B and that the existing lease agreements for the
Premises will continue to be in full force once effect until December
31, 1996 and shall not be terminated or otherwise affected by the
execution of this Agreement.


Article 2 - Warranties Regarding the Title over and Quality of the Premises


1. Party A hereby warrants that during the term of this Agreement and any
renewal thereof, the Premises are and shall remain the property of
Party A.


2. Party A hereby warrants that the Premises can be lawfully leased to and
used by Party B as factory premises.


3. Party A hereby warrants that the Premises are in good quality and
suitable for use as a factory, and that the occupancy permits have been
obtained for the factory building in question.


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4. Party A further warrants that Party B has the right to make use of and
get access to the Premises free from any interference of the other
parties (including the owner of land and the government authorities).
Party A shall also be responsible for keeping the access road and
entrance free from any barrier so as to satisfy the requirement of
Party B's operation.


Article 3 - Term of Lease


1. This Agreement shall take effect from January 1, 1997 and unless early
terminated pursuant to this Agreement, shall continue in full force and
effect for a period of five years ending on December 31, 2001. Upon
expiration of the five-year term, Party B shall have a right to renew
this Agreement for another period from five to seven years. In
addition, Party B is hereby granted a right of first refusal to
additionally lease any and all spaces in the sixth and/or seventh
floor(s) of the same factory building during the initial term or any
renewal period thereof.


2. If Party B desires to renew the lease after the expiration of the
five-year term, it shall give Party A a renewal notice in writing at
least one year prior to the expiration of the initial term and shall
agree upon in writing with Party A the rental for such renewal term
prior to the expiration of the initial term. The rental for the renewal
term shall exclude the costs of basic fire protecting facilities as set
forth in Article 1 hereof and shall not exceed the rental level
available for identical or similar factory building in the
neighborhood.


3. In case Party B desires to exercise the right of first refusal with
respect to the other floors of the same factory building, it shall also
give Party A a one-year prior written notice. The rental thereof shall
be calculated according to the same rental for the third, fourth or
fifth floor then in effect.


Article 4 - Rental and Deposit


1. The rental for the Premises other than the parking spaces shall be
fixed at NT$1,145,000 per month during five-year lease term (monthly
rental for each and every floor is set forth in Annex A attached hereto
for reference). The rental for the parking spaces shall be fixed at
NT$1,500 per month per each space during the five-year lease term. The
monthly rental for the renewal period shall be determined in accordance
with Article 3, Paragraph (2), of this Agreement.


2. The rental shall be payable by Party B to Party A in every three months
no later than the fifth day from the beginning of each payment period.
The valued-added tax leviable on the rental. Party A shall issue a
uniform invoice in. full amount against the payment of rental
(including the VAT) by Party B.


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3. A deposit in the amount of $3,435,000 had been paid to and received by
Party A (Note: Under the current lease, Party B had already paid a
deposit in the amount of NT$3,835,500 which is in excess of the deposit
required under this Agreement. The excess amount of NT$400,500 shall be
refunded by Party A to Party B, without any interest, upon the
effective date of this Agreement on January 1, 1997). Upon expiration
or early termination of this Agreement, Party A shall refund to Party B
the deposit without interest at the time when Party B has vacated the
premises. in the event the Premises are subject to attachment by the
court, or sold or the title thereof is transferred to a third party,
Party B shall have the ...