Amendment No.1 To Foundry Capacity Agreement Dated December 28, 2004

EXHIBIT 10.35


CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk to denote where omissions have been made. The confidential material has been filed separately with the Commission.


EXTENSION OF LEXAR / UMC FOUNDRY CAPACITY AGREEMENT


This Extension of Lexar / UMC Foundry Capacity Agreement (" Extension" ) is entered into as of December 28, 2004 (" the Effective Date" ) by and between Lexar Media, Inc. (" Lexar" or " Buyer" ) incorporated in Delaware, with offices at 47300 Bayside Parkway, Fremont, California 94538; and UMC Group (USA) (" UMC" or " Seller" ), with offices at 488 DeGuigne Drive, Sunnyvale, CA 94085.


WHEREAS the parties previously entered a Foundry Capacity Agreement with an effective date of August 12, 2003 (the " Agreement" ) which was to remain in effect until December 31, 2004;

WHEREAS the Agreement stated by its terms that the parties could by mutual written agreement extend the term of the Agreement for successive one year periods; and


WHEREAS the parties to the Agreement now desire to extend the Agreement for the first such one year period;


THEREFORE, the parties agree:


1. Pursuant to section 5.1 of the Agreement, the Agreement is extended for a one year period to terminate, unless further extended, on December 31, 2005.


2. The materials attached hereto as Exhibits A and B shall be appended to, and considered to be a part of, Exhibits A and ...