Restated Dram License And Cooperation Agreement

Denotes information for which confidential treatment has been requested. Confidential portions ommited have been filed separately with the Commission.


RESTATED DRAM LICENSE AND COOPERATION AGREEMENT


This Restated DRAM License and Cooperation Agreement ("Agreement") is entered into as of February 28, 1996, by and between Alliance Semiconductor Corporation, a Delaware corporation with its principal offices at 3099 North First Street, San Jose, California, tel. (408) 383-4900; fax (408) 383-4990 (collectively, Alliance Semiconductor Corporation and its Taiwan subsidiar(ies) will be referred to as "Alliance"), and United Microelectronics Corporation, a Taiwan Corporation with its principal place of business at No. 3 Innovation Road, Science Based Industrial Park Hsin-Chu City, Taiwan, R.O.C., tel. (035) 782-258; fax (035) 774-767 ("UMC").


WHEREAS Alliance is in the business of designing and selling Dynamic Random Access Memory ("DRAM") integrated circuits and wishes to arrange the manufacture of such integrated circuits with UMC and/or UMC Affiliates (as defined below) at Hsin-Chu, Taiwan; and


WHEREAS UMC is in the business of manufacturing and selling integrated circuits, and wishes to manufacture Alliance DRAM integrated circuits and to sell them to Alliance and to others;


WHEREAS UMC and Alliance have entered into Foundry Production, Foundry Venture and Foundry Capacity Agreements in connection with integrated circuit fabrication facilities located at No. 13 Innovation Road I, and No. 3 Li Hsin Road, Science-Based Industrial Park, Hsin Chu City, R.O.C.;


WHEREAS UMC and Alliance wish to amend and restate their DRAM License and Wafer Sharing Agreement entered into as of September 30, 1995 (as supplemented by the Memorandum of Understanding concerning a meeting between Alliance and UMC held November 17, 1995) as follows; and


WHEREAS UMC and Alliance wish to cooperate in the sales and marketing of DRAM integrated circuits, and to participate in certain of the resulting profits as follows.


UMC AND ALLIANCE AGREE:


1. DEFINITIONS


1.1 "Alliance DRAM" means [*] on behalf of Alliance and [*] at any time during the term of this Agreement.


1.2 "Capacity and Production Agreements" means current commitments from and/or concerning any wafer manufacuring facility owned and/or controlled by UMC Affiliates, including without limitation, the Foundry Capacity Agreement concerning the entity known as United Semiconductor Corporation (aka in that Foundry Capacity Agreement as FabCo), the Foundry Capacity Agreement concerning the entity known as United Silicon Inc. (aka


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[*] Denotes information for which confidential treatment has been requested. Confidential portions ommited have been filed separately with the Commission.


in that Foundry Capacity Agreement as FabVen), the Foundry Production Agreement between Asian Specific Technology Ltd. ("ASTL") and UMC, as amended, and the Restatement of Capacity Agreement between UMC and Alliance.


1.3 "Derivative DRAM Technology" shall mean [*] under this Agreement. For purposes of this Agreement, unless expressly stated otherwise, the phrase "Derivative DRAM Technology" shall not include [*] Notwithstanding anything to the contrary, nothing in this Agreement shall limit or restrict the rights of a party to use and/or exploit confidential information belonging to that party, [*]


1.4 "Intellectual Property" shall mean all designs, patents, copyrights, mask work rights, and proprietary information of any sort, and in any form, conceived, reduced to practice and/or developed during the term of this Agreement.


1.5 "Licensed DRAM" shall mean [*] without limiting the foregoing, Licensed DRAM shall include [*] and provided further that, [*], nor shall [*] be considered Licensed DRAM.


1.6 "Excluded DRAM" shall mean [*] during the term of this Agreement.


1.7 "UMC Affiliate" shall mean UMC, United Semiconductor Corporation, United Silicon Inc., United Integrated Circuits Corporation, and any other fabrication facility or joint venture majority owned and/or controlled (directly or indirectly) by UMC during the term of this Agreement.


1.8 "DRAM Capacity" means [*] during the term of this Agreement. The parties understand that (i) subject to the terms of those agreements, [*], and (ii) [*]


1.9 "[*]


1.10 "[*] Alliance DRAM Production" shall mean [*] production at [*] in full compliance with the agreed-upon specifications for such product, and in conformance with commercially acceptable criteria for such product, including, without limitation, quality, yield, reliability, unit cost, and other characteristics. [*] Without limiting the foregoing, [*] Alliance DRAM Production will be [*]


1.11 "UMC [*] DRAM" shall mean [*] during the term of this Agreement, provided however that a product shall not be considered UMC [*] DRAM [*]. UMC [*] DRAM does not include DRAM [*]


1.12 "[*] DRAM" shall mean [*]


1.13 "[*] DRAM Rule Capacities" shall mean [*]


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[*] Denotes information for which confidential treatment has been requested. Confidential portions ommited have been filed separately with the Commission.


1.14 "[*] Alliance DRAM Production" shall mean [*] including, without limitation, [*]


2. LICENSE & GRANT OF RIGHTS


2.1 Alliance and UMC will, during the term of this Agreement, [*] with respect to DRAM Capacity as follows:


(a) During the term of this Agreement, Alliance and UMC [*] such DRAM.


(b) UMC and Alliance shall [*] during the period from the date of this Agreement until [*], pursuant to [*]:


(i) the [*] Alliance;


(ii) all [*]:
(aa) [*] or
(bb) [*];


provided however that [*]; and


(iii) [*].


(iv) Notwithstanding anything to the contrary, to the extent [*].


(c) For periods subsequent to [*] and during the term of this Agreement, UMC and Alliance will [*] The parties understand that [*] and during the term of this Agreement.


(d) While this [*] pursuant to paragraph 4.2 below.


2.2 Without limiting the fo ...