Exhibit 10.37
AMENDMENT to the
AGREEMENT FOR WAFER PRODUCTION
AND TESTING
Between
Advanced Power
Technology
405 S.W. Columbia Street, Bend,
Oregon, USA
and
Infineon Technologies Austria
AG
Siemensstr. 2, 9500 Villach,
Austria
This Amendment is
effective as of the
1st day of July, 2005 and remains in effect through
June 30th, 2006.
WHEREAS , Advanced Power Technology (hereinafter
“APT”) and Siemens Aktiengesellschaft (hereinafter
“Siemens”) entered into the Agreement for Wafer
Production and Testing on February 11,1998 (hereinafter
“Basic Agreement”);
WHEREAS , the Basic Agreement was amended in the
Amendment to the Agreement for Wafer Production and Testing
(hereinafter “Amendment”) between APT and Infineon
Technologies AG, Munich, Germany, the latter being the legal
successor of Siemens, on July 19, 2000 (both Agreements to be
referred hereafter as “Agreements”); The primary
purpose of the amendment being to
•
agree to a more formal set of
communications for all matters relative to these
agreements.
•
fix capacity by month committed to
APT in terms of W afer S tarts P er W
eek (wspw) thru September 2001.
•
fix wafer/die pricing through
September 2001 on a [ * ] wspw basis and establish annual
negotiations thereafter.
•
express Infineon’s consent to
have the amendment filed with the US SEC.
WHEREAS , both Agreements were amended February 5,
2001 by an Extension Agreement (also to be referred to hereafter as
“Agreements”); The primary purpose of this amendment
being to
•
extend the scope of the Agreement to
include APT’s MOSVI and MOSVII technologies and deliver
wafers to APT based on these processes accordingly;
WHEREAS , both Agreements were amended January 1,
2002
•
revised wafer/die pricing for
wafer/die shipments to APT during Calendar Year (CY) 2002.
(January 1, 2002 thru December 31, 2002)
[ * ] = CONFIDENTIAL TREATMENT
REQUESTED
•
a minimum wspw volume guarantee by
APT.
•
an additional price reduction
opportunity for APT in the form of a rebate if the total number of
wafers started in CY2002 meets or exceeds a predetermined
quantity.
WHEREAS , the previous agreements were amended on
January 6, 2003 to
•
extend the scope of the Agreements
to include APT’s MosVII IGET technology and deliver wafers
processed to a mutually agreed upon process flow to APT based on
these processes accordingly
•
agree that during the transfer
period of the MosVII IGBT process a cost of [ * ] will be shared [
* ] between APT and Infineon, billed to APT on a monthly
basis.
WHEREAS, the previous agreements and amendments are
assigned from Infineon Technologies AG, Munich, Germany, to
lnfineon Technologies Austria AG (hereinafter “lnfineon
Austria”)
WHEREAS, the previous agreements
were amended effective April 1, 2004 to
•
agree on MosV die prices and
Mos6&7 wafer prices.
•
Re-establish APT start and Infineon
capacity commitments
NOW, THEREAFTER,
based on mutual promises contained
herein and intending to be legally bound, the parties agree to the
following terms and conditions:
1.
Die prices for MosV technology
effective July 6, 2005 are reflected in Exhibit A.
2.
Die prices are established for Mos
VII & Mos VII IGBT effective July 6, 2005 as
reflected in Exhibit A
3.
Requirement for [ * ] wafer starts
per week for MOSVI/VII as agreed in the amendment effective
May 2001, section 3.1 is hereby waived. Total start
requirements for APT is defined in Section 4 below.
4.
The Minimum Volume Commitment of APT
stays at [ * ] wspw and start rules guided by the first week starts
being fixed, the next 7 weeks allowed delta being [ * ] ,
the following 5 weeks allowed delta being [ * ], and no limits to
the % delta after that, apply.
5.
Infineon Austria will use
commercially reasonable efforts to support APT’s requirements
in the event that a weekly capacity of more than [ * ] wspw is
required within the rules of forecast changes defined in
paragraph 4 above.
6.
Key Account Manager charges are
terminated.
7.
In case no agreement can be achieved
during the next annual negotiation by the end of
[ * ] = CONFIDENTIAL TREATMENT
REQUESTED
June 2006 the prices and
volumes based on the latest confirmed monthly forecast will
continue to apply. Prices then in existence are those in place at
the time of that annual negotiation, the volumes confirmed in the
latest monthly forecast define the maximum capacity commitment of
Infineon to APT for the consecutive 6 months beginning July 1,
2006 and will be [ * ] wspw for following 6
