Exhibit 10.36
CONFIDENTIAL
July 12, 2004
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[***]
[***]
Sumitomo Corporation
[***]
Tokyo 104-8610, Japan
Fax No. [***]
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Re: Distribution of GaN Wafers
Dear Mr. [***]:
This letter will serve to document
the following agreements and understandings reached between
Sumitomo Corporation (“Sumitomo”) and Cree, Inc.
(“Cree”) in connection with the purchase and
distribution by Sumitomo of GaN wafers manufactured by or for Cree
(“GaN Wafers”) pursuant to the terms of the Amended and
Restated Distributorship Agreement dated May 14, 2004 between Cree
and Sumitomo (the “Distributorship
Agreement”):
1. Sumitomo’s purchase of GaN
Wafers from Cree pursuant to this letter agreement (“Letter
Agreement”) will be subject to the terms and conditions of
the Distributorship Agreement, as modified by this Letter
Agreement. Notwithstanding its delayed effective date with respect
to other Products, the Distributorship Agreement shall become
effective with respect to the sale and purchase of GaN Wafers as of
the date of this Letter Agreement. Notwithstanding anything to the
contrary in the Distributorship Agreement, in the event of a
conflict between the terms and conditions of this Letter Agreement
and those contained in the Distributorship Agreement, the terms and
conditions of this Letter Agreement shall prevail. Except as
expressly modified by this Letter Agreement, all other terms and
conditions of the Distributorship Agreement shall remain unchanged
and in full force and effect.
2. Effective as of the date of this
Letter Agreement, the following sentence is hereby added at the end
of the definition of LED Products in Section 1.1(b) of the
Distributorship Agreement:
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[***]
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Confidential
treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission.
Omitted portions have been filed separately with the
Commission.
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Sumitomo Corporation
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CONFIDENTIAL
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July 12, 2004
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Page 2 of 4
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“As used herein,
“generally available” includes LED Products custom
manufactured for customers of Distributor but excludes LED Products
custom manufactured for other customers.”
3. Effective as of the date of this
Letter Agreement, the definition of Wafer Products in Section
1.1(c) of the Distributorship Agreement is hereby deleted in its
entirety and replaced with the following:
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“(c)
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“Wafer
Products” means collectively “SiC Wafer Products”
and “GaN Wafer Products.” “SiC Wafer
Products” means silicon carbide wafers, either without
epitaxial layers or with silicon carbide epitaxial layers deposited
thereon, made by or for Manufacturer and that Manufacturer makes
generally available to customers for purchase during the term of
this Agreement. “GaN Wafer Products” means gallium
nitride wafers, either with or without epitaxial layers deposited
thereon, and hetero substrates, such as silicon carbide, sapphire
or silicon, with one or more A III nitride epitaxial layers deposited
thereon, made by or for Manufacturer and that Manufacturer makes
generally available to customers for purchase during the term of
this Agreement. As used herein, “generally available”
includes Wafer Products custom manufactured for customers of
Distributor but excludes Wafer Products custom manufactured for
other customers.”
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4. Effective as of the date of this
Letter Agreement, the following new Section 3.3 is hereby added
immediately f
