AGRMT. FOR THE MANUFACTURE & SALE OF ASIC PRODUCTS

EXHIBIT 10.15





AGREEMENT FOR THE MANUFACTURE AND SALE OF ASIC PRODUCTS





LUCENT TECHNOLOGIES INC.

("SELLER")





GlobeSpan Semiconductor Inc.

("BUYER")



1. AGREEMENT This Agreement, effective as of March 23, 1999 ("Effective Date"), applies to one or more products (hereinafter "Device") that are identified in Seller's Quotation attached hereto and in any additional quotation that references this Agreement, (hereinafter "Quotation"). As used herein, "Agreement" refers to these terms and conditions and any Quotation. This Agreement supersedes all prior oral or written understandings between the parties, and constitutes the entire agreement between the parties, with respect to all transactions relating to the subject matter of the Quotation. In the event of a conflict between the applicable Quotation and these terms and conditions, these terms and conditions prevail. Additional or differing terms appearing on any purchase order or other procurement document do not apply. This Agreement may not be modified or amended except by a writing signed by both parties.





2. CHANGE OF QUOTATION Quoted prices, fees and charges are valid only for the parameters or other particulars relating to the Device as stated in the Quotation. If any changes in such parameters or particulars become necessary, including but not limited to revision or redefinition of the specification or variations in quantities, functional description, package type, or testing requirements, Seller may revise such prices by amendment to the Quotation. Other quoted fees and charges are valid only for the respective particulars stated in the Quotation. Seller may also amend the Quotation with respect to any of such quoted fees and charges to make adjustments for changes in Buyer's requirements. Any such amendments to the Quotation shall reference the Quotation and shall be further identified by their respective dates and shall be signed by both parties.



3. PROTOTYPE APPROVAL Within ninety (90) days after receipt of prototypes for any Device covered by this Agreement, Buyer may return any claimed non-conforming prototypes to Seller with a written rejection statement specifying the alleged failure or failures of the prototypes to meet the acceptance criteria as















provided in the Quotation or mutually agreed modifications thereof (the "Acceptance Criteria"). If Buyer does not return the prototypes with a written rejection statement within such ninety (90) day period, then the design and prototypes shall be deemed to have been approved by Buyer and development work shall be deemed to have been completed by Seller.



If any prototype does not meet the Acceptance Criteria and is rejected by Buyer, Seller shall use commercially reasonable efforts to replace it with one, which does comply with the Acceptance Criteria. Seller shall not, however, be obligated to replace any non-complying prototypes of which it has not been notified within ninety (90) days of shipment of same to Buyer. If Seller, within ninety (90) days after receipt of Buyer's timely written rejection report, is unable to supply Buyer with conforming prototypes, then either party may by written notice to the other terminate this Agreement as to such Device, and if so terminated, unless otherwise provided in the Quotation, all monies paid by Buyer to Seller with respect to such Device will be refunded in full within thirty (30) days. Such refund of monies shall be Buyer's sole and exclusive remedy and Seller's entire liability with respect to non-conforming prototypes.



In the event that delivered prototypes comply with the Acceptance Criteria, but do not function in Buyer's application (e.g., logic design error, change in required function, etc.) Buyer shall pay all charges incurred for the development of the Device and then Buyer and Seller may negotiate a mutually agreeable redesign schedule and price.



4. FORECASTS



BUYER shall provide SELLER with a requirements forecast and shall update it on a quarterly basis (the "Forecast"). The Forecast shall be a rolling monthly forecast covering a period of six (6) months following the Effective Date of the Forecast. BUYER shall submit the Forecast so that SELLER receives it at least one (1) week prior to the Effective Date of the Forecast. BUYER shall submit its forecast to SELLER within thirty (30) days of the Effective Date.







5. ORDERS No order for production quantities of the Device shall be placed by Buyer or accepted by Seller unless and until Buyer has approved the prototypes for the Device, paid all fees due under the Quotation and made any other payments due to Seller under any order based on this Agreement. All orders for the design of the Device, for changes, for technical assistance, for production quantities of the Device or for any other service by Seller relating to this Agreement shall be in writing, shall reference the Quotation by its number and date and any current amendments thereto by their respective dates, and shall be signed by Buyer. Seller shall acknowledge all accepted orders in writing, or shall notify Buyer if, for any









reason, an order cannot be accepted by Seller. The lead-time, as defined by the time between the date of order placement and shipment date, shall be specified in the quotation submitted by Seller. Both parties shall comply with the "Shipment Packaging Requirements" and "Minimum Order & Packaging Specifications" as defined in Attachments A and B.



6. RESCHEDULING OF ORDERS Buyer may reschedule an order pursuant to the following schedule:



Days.....Time between date of reschedule request and current factory promise date. Lead-time.....Time between date of order placement and device shipment date.





DAYS RESCHEDULE

---- -----------



o Within 30 days No rescheduling

(0-30)



o Beyond 30 days One time reschedule by up to 90

(31-leadtime) days permissible with no further

reschedule or cancellation.





o Beyond leadtime Reschedules and cancellations

without limits.



PULL-IN WITHIN AGREED DELIVERY DATE



o Buyer request date ("BRD") may be pulled in as desired by Buyer. o

o Seller will make reasonable efforts to meet the new BRD.

o If improvement of the acknowledged date is possible, a new

acknowledged date will be issued.

o If improvement cannot be made, the current acknowledged date would be

retained; in all cases, the requested pull-in date will be

maintained with the order history in the event an improvement can be

made at a later date.



7. DIE BANK INVENTORY



Buyer has the right to request the establishment of a Die Bank Inventory (DBI) for any device. Seller has the obligation to create a DBI within [+] after Buyer's request for quantities equal to [+] percent of the rolling quarterly backlog, or [+] devices, whichever is greater, as measured at the beginning of every month. The lead-time for finished devices from the DBI is four



[+] Confidential treatment has been requested for certain portions which have

been blacked out in the copy of the exhibit filed with the Securities and

Exchange Commission. The omitted information has been filed separately with

the Securities and Exchange Commission pursuant to the application for

confidential treatment.











(4) weeks. Seller shall automatically replenish the DBI within a maximum of nine (9) weeks unless Buyer instructs Seller otherwise in writing. If the DBI for a specific device does not change over a period of 90 days, Buyer will pay a carrying charge of [+] per quarter. Seller requires a six- (6) month notice for a device to be removed from the DBI. Should this agreement be terminated or expire, Buyer is obligated to purchase the remaining DBI over the next six (6) months.



8. CANCELLATION OF ORDERS Subject to BUYER's rights to reschedule orders pursuant to Section 6, should Buyer cancel any order which has been acknowledged and a shipping date assigned, either in whole or in part, such cancellation shall be upon terms and conditions that will compensate Seller for any loss or damage resulting from such cancellation. No cancellation will be permitted if a reschedule has been previously negotiated at the Buyer's request.



Compensation by the Buyer for production quantities of the Device shall be according to the following schedule:



Days.....Time between date of cancellation and current factory promise date.



Liability.....Liability is the percentage of aggregate purchase price of the canceled portion of the order.





DAYS PERCENT OF LIABILITY

---- --------------------

0 to leadtime 100

Greater than leadtime 0



9. WARRANTY Seller warrants the Device as a production item ("Item"), but not related services or prototypes of any such Items, to be free from defects in material and workmanship and to be in conformance with the written specification contained in the Quotation and amendments thereto, if any, and referenced in an order accepted by Seller. If any defect in material or workmanship or failure to conform to such specification ("Defect") is suspected in any such Items, Buyer, after obtaining a Returned Material Authorization Number from Seller, shall ship suspected defective samples of the Items to Seller, following Seller's instructions regarding the return. No product will be accepted for repair, replacement, credit or refund without the written authorization of and in accordance with Seller's instructions. Seller shall analyze the failures, making use, when appropriate, of technical information provided by Buyer relating to the circumstances surrounding



[+] Confidential treatment has been requested for certain portions which have

been blacked out in the copy of the exhibit filed with the Securities and

Exchange Commission. The omitted information has been filed separately with

the Securities and Exchange Commission pursuant to the application for

confidential treatment.











the failures. Seller will verify whether any Defect appears in the Items. If Seller determines that the returned products are not defective, Buyer shall pay Seller all costs of handling, inspection, repairs and transportation at Seller's then prevailing rates. Seller shall, at the Seller's option either credit or refund without charge at Seller's manufacturing or repair facility the purchase price, repair or replace the defective product with the same or equivalent product provided: (i) Buyer notifies Seller in writing of the claimed Defect within thirty (30) days after Buyer knows or reasonably should know of the claimed Defect and (ii) Seller's examination of the Items discloses that the claimed Defect actually exists. In the event of a replacement, Seller shall ship the replacing Items FOB BUYER's dock. Any replaced Item shall become Seller's property. The method of disposition of any replaced Items will be as mutually agreed by both parties in writing. In no event shall Seller be responsible for deinstallation or reinstallation of any Item or for the expenses thereof. Repairs and replacements covered by the above warranty are warranted to be free from defects as set forth above. Inspection and acceptance of Items by Buyer and/or payment therefor shall not relieve Seller of responsibilities hereunder.The above warranty does not apply to, and Seller makes no warranties with respect to products that: are software programs, experimental products or prototypes (all of which are provided "AS IS") or to Items which have been subjected to misuse, neglect, accident or abuse or operating or environmental conditions that deviate from the parameters established in applicable specifications; or have been improperly installed, stored, maintained, repaired or altered by anyone other than Seller; or have had their serial numbers or month and year of manufacture or shipment removed, defected or altered. This warranty does not extend to any system into which a Device is incorporated. No other warranty, including warranties of merchantability or fitness for a particular purpose is given with respect to any product or any service provided by Seller under this Agreement or any Quotation. This warranty applies to Buyer and may not be assigned or extended by Buyer to any of its customers or other users of the Items, however a resale will not void the warranty hereunder from Seller to Buyer. Seller will not directly accept returns delivery from Buyer's customers or users of Buyer's products but will accept returns from Buyer's customers if such returns are routed through Buyer.



EXCEPT AS STATED IN THE SECTION ENTITLED WARRANTY, SELLER, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO REPAIR OR REPLACE OR CREDIT OR REFUND AS SET FORTH ABOVE.



10. PROPRIETARY RIGHTS IN TECHNICAL INFORMATION Unless otherwise agreed in writing, Buyer-supplied design information relating to the Device, as incorporated in circuit design information, test vectors, test tapes, special









requirements specifications, and/or netlists, shall remain the property of Buyer. Seller shall use such information and results exclusively for the design, manufacture and sale of the Device to Buyer and in providing related production services specific to the Devices. Seller retains all rights in Seller's processing information, mask works, mask sets, macro cells, and the like used in design, production or in filling orders placed by Buyer hereunder. Buyer has no rights in or to such processing information, mask works, mask sets, macro cells, and the like. However, Seller agrees that any mask works or mask sets created by or on behalf of Seller and which are specific to the Devices shall only be used by Seller in the performance of its services for Buyer under this Agreement, and not for any other purpose. In the event Seller notices to terminate the manufacture of a device, Seller shall use reasonable efforts to assist Buyer in establishing an alternate supplier as a source for the terminated device(s).

















11. INTELLECTUAL PROPERTY INDEMNITY



Seller will: (i) defend or settle, at its option and expense, any claim

against Buyer alleging that any Device furnished under this Agreement

directly infringes any patent, copyright or trademark; (ii) reimburse Buyer

for any costs incurred at Seller's written request relating to such claim;

and (iii) pay damages and costs assessed by final judgment against Buyer

and attributable to such claim. In addition, Seller will have the right, at

any time and at its option and expense to procure for Buyer the right to

continue using such Device. Seller's obligations hereunder are conditioned

upon: (i) Buyer giving Seller written notice within thirty (30) days of

Buyer's receipt of any such claim; (ii) Seller having complete control of

the defense and settlement thereof; (iii) Buyer cooperating fully with

Seller to facilitate the defense or settlement of such claim; and (iv)

Buyer's full compliance with ITS MATERIAL OBLIGATIONS UNDER this section of

the Agreement.



Notwithstanding the foregoing, Seller shall have no obligation to defend or settle any claim: (i) SOLELY arising from Seller's compliance with Buyer's specifications, designs or instructions; or (ii) SOLELY relating to any Device furnished hereunder in combination with item(s) furnished or specified by parties other than Seller, even if such combination results from the Device's necessary or inherent use or the use for which the Device is purchased.



Buyer will defend or settle at its option and expense, any claim against Seller alleging that any Device furnished under this Agreement directly infringes any patent, copyright or trademark where such infringement: (i) arises SOLELY from Seller's compliance with Buyer's specifications, ...