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ADVANCE PAYMENT AND PURCHASE AGREEMENT

Purchase and Sale Agreement

ADVANCE PAYMENT AND PURCHASE AGREEMENT | Document Parties: LATTICE SEMICONDUCTOR CORP You are currently viewing:
This Purchase and Sale Agreement involves

LATTICE SEMICONDUCTOR CORP

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Title: ADVANCE PAYMENT AND PURCHASE AGREEMENT
Date: 11/7/2006

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Exhibit 10.54

Portions of this Agreement marked “*” have been redacted pursuant to a request for confidential treatment submitted to the Office of the Secretary of the Securities and Exchange Commission (the “SEC”). An unredacted version of this agreement has been filed separately with the SEC.

ADDENDUM #2 TO

ADVANCE PAYMENT AND PURCHASE AGREEMENT

THIS ADDENDUM #2 TO ADVANCE PAYMENT AND PURCHASE AGREEMENT (this “2 nd  Addendum”) is entered into with an effective date of October 1, 2006, by and between Lattice Semiconductor Corporation, having an office at 5555 NE Moore Court, Hillsboro, OR 97124 (“Lattice”) and Fujitsu Limited, having an office at Akiruno Technology Center, 50 Fuchigami, Akiruno, Tokyo 197-0833, Japan (“Fujitsu”) and Fujitsu Microelectronics America, Inc., having an office at 1250 East Arques Avenue, M/S333 Sunnyvale, CA 94088-3470, USA (“FMA”).

WHEREAS, Lattice and Fujitsu have entered into an ADVANCE PAYMENT AND PURCHASE AGREEMENT dated September 10, 2004 (“APPA”) and subsequently amended in an addendum dated March 22, 2006 (“1 st  Addendum”) in which Lattice agreed to provide an advance payment of money to Fujitsu to be used for the establishment of a new semiconductor wafer fabrication facility, including but not limited to the construction of the facilities and installation of fabrication equipments, and Fujitsu agreed to provide to Lattice 300mm Wafers using certain proprietary technologies;

WHEREAS, Lattice, Fujitsu and FMA have entered into or will enter into product supply agreements pursuant to which Lattice will buy from Fujitsu through FMA, and Fujitsu through FMA will supply to Lattice, the 300mm Wafers and 200mm Wafers (as defined in Section 1 below) fabricated by Fujitsu; and

WHEREAS, Lattice, Fujitsu and FMA wish to modify the APPA to extend by one year the earliest date on which Lattice may request repayment of advances under the APPA that have not at such time been applied toward wafer purchases, and also to make sales and purchases of 200mm Wafers (as defined in Section 1 below) subject to the APPA.

NOW, THEREFORE, in consideration of the mutual promises herein, Lattice Fujitsu and FMA hereby agree as follows:

1

 



 

1.                                        Addition to Definitions.  The following terms are inserted as Sections 1.23 through 1.27 of the APPA:

“1.23       “200mm Wafers” will mean Akiruno 200mm Wafers and Mie 200mm Wafers.

1.24         “Akiruno 200mm Wafers” will mean the 200mm semiconductor wafers fabricated by Fujitsu at Akiruno Facility for delivery and sale to Lattice under this Agreement and the 200mm Product Supply Agreements.

1.25         “Mie 200mm Wafers” will mean the 200mm semiconductor wafers fabricated by Fujitsu at the Fujitsu 200mm semiconductor wafer fabrication facility located in Mie, Japan for delivery and sale to Lattice under this Agreement and the 200mm Product Supply Agreements.

1.26         “200mm Price” will mean the price at which Fujitsu will sell and Lattice will purchase the 200mm Wafers and reticles therefor, pursuant to a 200mm Product Supply Agreement.

1.27         “200mm Product Supply Agreement(s)” will mean the agreement(s) by and among Lattice, Fujitsu and FMA pursuant to which Fujitsu agrees to sell and Lattice agrees to purchase, all through FMA, the 200mm Wafers for Lattice’s products.”

2.                                        Change to Repayment Date.  Section 8 of the APPA is deleted and replaced in its entirety with the following new section 8:

“I


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