SUPPLY AGREEMENT

Supply Agreement

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MeiYa Technology Corporation MeiYa Technology Corporation | Micron Technology, Inc | Nanya Technology Corporation Nanya Technology Corporation

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Title: SUPPLY AGREEMENT
Date: 7/8/2008
Industry: CMPSTR Sector: TECHNO

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EXHIBIT 10.53

[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

NTC/MICRON CONFIDENTIAL

SUPPLY AGREEMENT

This SUPPLY AGREEMENT, is made and entered into as of this 6th day of June, 2008 (the “ Closing Date ”), by and among Micron Technology, Inc., a Delaware corporation (“ Micron ”), Nanya Technology Corporation ( Nanya Technology Corporation [Translation from Chinese] ) (“ NTC ” and, together with Micron, the “ Purchasers ”), a company incorporated under the laws of the Republic of China (“ ROC ” or “ Taiwan ”) and MeiYa Technology Corporation ( MeiYa Technology Corporation [Translation from Chinese] ), a company incorporated under the laws of the ROC (the “ Joint Venture Company ”).

RECITALS

A. The Joint Venture Company is engaged in the manufacturing of Stack DRAM Products (as defined hereinafter).

B. Micron, NTC and the Joint Venture Company (each, a “ Party ” and collectively, the “ Parties ”) desire the Joint Venture Company to supply Conforming Wafers (as defined hereinafter) and Secondary Silicon (as defined hereinafter) to Micron and NTC in accordance with the Output Percentages (as defined hereinafter) of MNL (as defined hereinafter) and NTC, respectively, upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound do hereby agree as follows:

ARTICLE 1

DEFINITIONS; CERTAIN INTERPRETIVE MATTERS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, capitalized terms used in this Agreement shall have the respective meanings set forth below:

“ Affiliate ” means, with respect to any specified Person, any other Person that directly or indirectly, including through one or more intermediaries, controls, or is controlled by, or is under common control with such specified Person; and the term “ affiliated ” has a meaning correlative to the foregoing.

“ Agreement ” means this Supply Agreement.

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“ Applicable Law ” means any applicable laws, statutes, rules, regulations, ordinances, orders, codes, arbitration awards, judgments, decrees or other legal requirements of any Governmental Entity.

“ Audited Purchaser ” shall have the meaning set forth in Section 5.3(c) .

“ Boundary Conditions ” means, with respect to any fab, a requirement that, at any point in time:

(a) there shall be [***] qualified Process Nodes in use for the manufacture of Stack DRAM Products; provided that at such fab there also may be [***] unqualified Process Node in use for setup, engineering and testing purposes so long as such unqualified Process Node is not in use for the manufacture of Stack DRAM Products for eventual resale to end customers of either Purchaser;

(b) such fab shall manufacture Stack DRAM Products with [***] Design IDs for Micron; and

“ Business Day ” means a day that is not a Saturday, Sunday or other day on which commercial banking institutions in either the ROC or the State of New York are authorized or required by Applicable Law to be closed.

“ Closing Date ” shall have the meaning set forth in the preamble to this Agreement.

“ Conforming Ratio ” means for any given period of time, the quotient, expressed as a percentage, of (a) the number of Conforming Wafers produced during such period of time, divided by (b) the number of Conforming Wafers and Secondary Silicon produced during such period of time.

“ Conforming Wafer ” means a wafer containing Stack DRAM Products that has a minimum Die Yield of [***]% and meets the applicable Specifications.

“ Control ” (whether or not capitalized) means the power or authority, whether exercised or not, to direct the business, management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of [***] of the votes entitled to be cast at a meeting of the members, shareholders or other equity holders of such Person or power to control the composition of a majority of the board of directors or like governing body of such Person; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Cycle-Time ” means the time required to process a wafer through a portion of the manufacturing process or through the manufacturing process as a whole.

“ Demand Forecast ” shall have the meaning set forth in Section 3.1(a) .

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“ Delivery Month ” shall have the meaning set forth in Schedule 4.8 .

“ Design ID ” means a part number that is assigned to a unique Stack DRAM Design of a particular Stack DRAM Product, which may include a number or letter designating a specific device revision.

“ Design SOW ” means [***].

“ Die Yield ” means the quotient, expressed as a percentage, of (a) the number of Stack DRAM Products in die form that are manufactured on a wafer and that meet the applicable Specifications at the time of Probe Testing, divided by (b) the maximum number of such die that could be manufactured on such wafer to meet the applicable Specifications using the applicable Process Node.

“ Environmental Laws ” means any and all laws, statutes, rules, regulations, ordinances, orders, codes or binding determinations of any Governmental Entity pertaining to the environment in any and all jurisdictions in which the Joint Venture Company’s fabs are located, including laws pertaining to the handling of wastes or the use, maintenance and closure of pits and impoundments, and other environmental conservation or protection laws.

“ Excursion ” means a performance deviation during the production process that is outside normal behavior, as defined by historical performance or as established by a Purchaser and the Joint Venture Company in writing in the applicable Specifications, which may impact performance, Quality and Reliability or such Purchaser’s customer delivery commitments for Stack DRAM Product from Conforming Wafers.

“ Fab Yield ” means, for any given period of time, the quotient, expressed as a percentage, of (a) the number of Conforming Wafers produced during such period of time, divided by (b) the number of all wafers produced during such period of time.

“ Final Price Adjustment Memo ” shall have the meaning set forth in Section 4.8(b) .

“ Fiscal Month ” means any of the twelve financial accounting months within the Fiscal Year.

“ Fiscal Quarter ” means any of the four financial accounting quarters within the Fiscal Year.

“ Fiscal Year ” means the fiscal year of the Joint Venture Company for financial accounting purposes.

“ Force Majeure Event ” means the occurrence of an event or circumstance beyond the reasonable control of the Party and includes: (a) explosions, fires, flood, earthquakes, catastrophic weather conditions, or other elements of nature or acts of God; (b) acts of war (declared or undeclared), acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; (c) acts of Governmental Entities; (d) labor disputes, lockouts, strikes or other industrial action, whether direct or indirect and whether lawful or unlawful; (e) failures or fluctuations in electrical power or telecommunications service or equipment; and (f) delays

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caused by another Party’s or Third-Party nonperformance (except for delays caused by a Party’s subcontractors or agents).

“ GAAP ” means generally accepted accounting principles.

“ Governmental Entity ” means any governmental authority or entity, including any agency, board, bureau, commission, court, municipality, department, subdivision or instrumentality thereof, or any arbitrator or arbitration panel.

“ Hazardous Substances ” means any asbestos, any flammable, explosive, radioactive, hazardous, toxic, contaminating, polluting matter, waste or substance, including any material defined or designated as a hazardous or toxic waste, material or substance, or other similar term, under any Environmental Laws in effect or that may be promulgated in the future.

“ Indemnified Losses ” mean all direct, out-of-pocket liabilities, damages, losses, costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses).

“ Indemnified Party ” means Micron, NTC or any of their respective Subsidiaries.

“ JDP Agreement ” means that certain JDP Agreement between NTC and Micron referred to on Schedule 2.1 of the Master Agreement Disclosure Letter.

“ JDP Committee ” means the committee formed and operated by Micron and NTC to govern the performance of Micron and NTC under the JDP Agreement in accordance with the JDP Committee Charter.

“ JDP Committee Charter ” means the charter attached as Schedule 2 of the JDP Agreement.

“ Joint Venture Agreement ” means that certain Joint Venture Agreement between NTC and MNL referred to on Schedule 2.1 of the Master Agreement Disclosure Letter.

“ Joint Venture Company ” shall have the meaning set forth in the preamble to this Agreement.

“[***] Report ” shall have the meaning set forth in Section 3.2(a) .

“ Joint Venture Documents ” means the Master Agreement and each of the agreements listed on Schedules 2.1 through 2.5 of the Master Agreement Disclosure Letter.

“ JVC ” shall have the meaning set forth in Schedule 4.8 .

“ Manufacturing Capacity ” means, with respect to each of the Joint Venture Company’s fabs, the total work minutes available for each Process Node being manufactured at such fab.

“ Manufacturing Committee ” means the manufacturing committee established by NTC and MNL pursuant to Section 7.2(b)(i) of the Joint Venture Agreement.

“ Manufacturing Plan ” shall have the meaning set forth in the Joint Venture Agreement.

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“ Master Agreement ” means that certain Master Agreement between NTC and Micron, dated as of April __, 2008.

“ Master Agreement Disclosure Letter ” means that certain Master Agreement Disclosure Letter between NTC and Micron, dated as of April ___, 2008, containing the schedules required by the provisions of the Master Agreement.

“ Micron ” shall have the meaning set forth in the preamble to this Agreement.

“ Micron Term ” shall have the meaning set forth in Section 10.1(a) .

“ MNL ” means Micron Semiconductor B.V., a private limited liability company organized under the laws of the Netherlands.

“ Mutual Confidentiality Agreement ” means that certain Mutual Confidentiality Agreement among Micron, MNL and NTC referred to on Schedule 2.1 of the Master Agreement Disclosure Letter, as joined by the Joint Venture Company as of the Closing Date.

“ NTC ” shall have the meaning set forth in the preamble to this Agreement.

“ NTC Term ” shall have the meaning set forth in Section 10.1(b) .

“[***] Report ” shall have the meaning set forth in Section 3.2(b) .

“ Output Percentage ” shall have the meaning set forth in the Joint Venture Agreement.

“ Party ” and “ Parties ” shall have the meanings set forth in Recital B to this Agreement.

“ Performance Criteria ” means the factors of [***] as set forth in the Manufacturing Plan in effect from time to time.

“ Permitted Disclosures ” shall have the meaning set forth in Section 3.4(a) .

“ Person ” means any natural person, corporation, joint stock company, limited liability company, association, partnership, firm, joint venture, organization, business, trust, estate or any other entity or organization of any kind or character.

“ Planning Forecast ” shall have the meaning set forth in Section 3.1(b) .

“[***] Price ” means[***].

“ Price ” or “ Pricing ” means the calculation set forth on Schedule 4.8 .

“[***] Report ” shall have the meaning set forth in Section 3.2(c) .

“ Probe Testing ” means testing, using a wafer test program as set forth in the applicable specifications, of a wafer that has completed all processing steps deemed necessary to complete the creation of the desired Stack DRAM integrated circuits in the die on such wafer, the purpose

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of which test is to determine how many and which of the die meet the applicable criteria for such die set forth in the Specifications.

“ Probe Yield ” means, with respect to any period of time, the quotient, expressed as a percentage, of (a) the number of Stack DRAM Products in die form meeting the applicable Specifications during such period of time, divided by (b) the number of die probed (excluding the number of die contained on scrapped wafers) during such period of time.

“ Proforma Invoice ” shall have the meaning set forth in Section 4.8(a) .

“ Process Node ” means [***].

“ Proposed Loading Plan ” shall have the meaning set forth in Section 3.1(c) .

“ Purchase Order ” shall have the meaning set forth in Section 4.3 .

“ Purchasers ” shall have the meaning set forth in the preamble to this Agreement.

“ Quality and Reliability ” means the quality and reliability standards for Conforming Wafers as set forth in the Specification or the Manufacturing Plan.

“ Recoverable Taxes ” shall have the meaning set forth in Section 4.7(a) .

“ Restriction Period ” means, with respect to any Segregated Employee, the period of time beginning on the date such Person becomes a Segregated Employee and ends on the date that is [***] months after the date such Person is no longer a Segregated Employee.

“ ROC ” shall have the meaning set forth in the preamble to this Agreement.

“ Secondary Silicon ” means a wafer that fails to meet the applicable Specifications or a minimum Die Yield of [***]%, provided that such wafer otherwise conforms to the applicable Secondary Silicon Specifications and has a minimum Die Yield of [***]% or such other minimum Die Yield as the Parties may mutually agree.

“ Secondary Silicon Specifications ” means those specifications used to describe, characterize, and define the quality and performance of Secondary Silicon, as such specifications may be determined from time to time by the Parties.

“ Segregated Employees ” means [***].

“ Shared Design ID Wafers ” means all wafers with the same Design ID that are intended to be sold to both Micron and NTC in a particular Fiscal Month.

“ Ship Lot Line Yield ” means, [***].

“ SOW ” means a statement of the work that describes research and development work to be performed under the JDP Agreement and that has been adopted by the JDP Committee pursuant to Section 3.2 of the JDP Agreement.

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“ Specifications ” means those specifications used to describe, characterize, and define the quality and performance of the applicable Conforming Wafer (or of the die thereon, as applicable), as such specifications may be determined from time to time by the Parties.

“ Stack DRAM ” means dynamic random access memory cell that functions by using a capacitor arrayed predominantly above the semiconductor substrate.

“ Stack DRAM Design ” means, with respect to a Stack DRAM Product, the corresponding design components, materials and information listed on Schedule 3 of the JDP Agreement or as otherwise determined by the JDP Committee in a SOW.

“ Stack DRAM Module ” means one or more Stack DRAM Products in a JEDEC-compliant package or module (whether as part of a SIMM, DIMM, multi-chip package, memory card or other memory module or package).

“ Stack DRAM Product ” means any memory comprising Stack DRAM, whether in die or wafer form.

“ Subsidiary ” means, with respect to any specified Person, any other Person that directly or indirectly, including through one or more intermediaries, is controlled by such specified Person.

“ Taiwan ” shall have the meaning set forth in the preamble to this Agreement.

“ Taiwan GAAP ” means GAAP used in the ROC, as in effect from time to time, consistently applied for all periods at issue.

“ Technology Transfer Agreement ” means that certain Technology Transfer Agreement between NTC, Micron and the Joint Venture Company referred to on Schedule 2.5 of the Master Agreement Disclosure Letter.

“ Third Party ” means any Person, other than NTC, Micron, the Joint Venture Company or any of their respective Subsidiaries.

“ Third Party Claim ” means any claim, demand, lawsuit, complaint, cross-complaint or counter-complaint, arbitration, opposition, cancellation proceeding or other legal or arbitral proceeding of any nature brought in any court, tribunal or judicial forum anywhere in the world, regardless of the manner in which such proceeding is captioned or styled brought by any Third Party.

“ TTA 68-50 ” means that certain Technology Transfer Agreement for 68-50 nm Process Nodes between Micron and the Joint Venture Company referred to on Schedule 2.4 of the Master Agreement Disclosure Letter.

“ US GAAP ” means GAAP used in the United States, as in effect from time to time, consistently applied for all periods at issue.

“ Wafer Start ” means the initiation of manufacturing services with respect to a wafer.

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“ Warranty Claim Period ” shall have the meaning set forth in Section 6.2 .

“ WIP ” means work in process at any of the Joint Venture Company’s fabs, including all wafers in wafer fabrication and sort and all completed Conforming Wafers and Secondary Silicon not yet delivered to a Purchaser.

“ WIP Data ” means in line inventory data, including wafer numbers, lot numbers, unit volumes, wafer volumes, Cycle-Times, Die Yield, Fab Yield, Probe Yield and Ship Lot Line Yield.

“ WSTS Forecast ” means the forecast of semiconductor prices prepared by WSTS, Inc.

1.2 Certain Interpretive Matters .

(a) Unless the context requires otherwise, (i) all references to Sections, Articles, Exhibits, Appendices or Schedules are to Sections, Articles, Exhibits, Appendices or Schedules of or to this Agreement, (ii) each accounting term not otherwise defined in this Agreement (A) with respect to Micron, has the meaning commonly applied to it in accordance with US GAAP, and (B) with respect to NTC and the Joint Venture Company, has the meaning commonly applied to it in accordance with Taiwan GAAP, (iii) words in the singular include the plural and vice versa, (iv) the term “ including ” means “including without limitation,” and (v) the terms “ herein ,” “ hereof ,” “ hereunder ” and words of similar import shall mean references to this Agreement as a whole and not to any individual section or portion hereof. All references to “ $ ” or dollar amounts will be to lawful currency of the United States of America. All references to “ day ” or “ days ” mean calendar days, and all references to “ quarter(ly) ,” “ month(ly)” or “ year(ly) ” mean Fiscal Quarter, Fiscal Month or Fiscal Year, respectively, unless the context requires otherwise.

(b) No provision of this Agreement will be interpreted in favor of, or against, any Party by reason of the extent to which (i) such Party or its counsel participated in the drafting thereof, or (ii) such provision is inconsistent with any prior draft of this Agreement or such provision.

ARTICLE 2

OBLIGATIONS OF THE JOINT VENTURE COMPANY;

PROCESSES AND CONTROLS

2.1 General Obligations . The Joint Venture Company shall:

(a) manufacture Conforming Wafers for each Purchaser in accordance with (i) the Boundary Conditions and (ii) the Manufacturing Plan and applicable Specifications developed in response to the Demand Forecasts provided by such Purchaser to the Joint Venture Company in accordance with Article 3 ;

(b) supply Conforming Wafers and Secondary Silicon to each Purchaser in accordance with the purchasing process set forth in Article 4 ;

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(c) provide and develop fabs and operations to meet Manufacturing Capacity according to the Manufacturing Plan in effect from time to time and the obligations set forth herein; and

(d) operate its fabs so that Stack DRAM Product output from any one fab does not differ materially from that of any other fab as to the Specifications and Performance Criteria.

2.2 Process; Design Information .

(a) Micron agrees to provide to the Joint Venture Company: (i) such process technology or information as is required to be disclosed under the TTA 68-50 and the Technology Transfer Agreement; and (ii) design information reasonably required to manufacture the Conforming Wafers for each Stack DRAM Product to be purchased by Micron pursuant to this Agreement.

(b) NTC agrees to provide to the Joint Venture Company: (i) such process technology or information as is required to be disclosed under the Technology Transfer Agreement; and (ii) design information reasonably required to manufacture the Conforming Wafers for each Stack DRAM Product to be purchased by NTC pursuant to this Agreement.

2.3 Control; Processes . The Parties shall review the Joint Venture Company’s control and process mechanisms, including such mechanisms that are utilized to ensure that all parameters of the Specifications and Performance Criteria are met or exceeded in the Joint Venture Company’s manufacture of Conforming Wafers. The Parties agree to work together in good faith to define mutually agreeable control and process mechanisms, including the following: [***].

2.4 Production Masks . Until a second source for masks is qualified by the JDP Committee for the 68 nm Process Node or 50 nm Process Node or a particular Stack DRAM Product pursuant to Section 3.7 of the JDP Agreement, and then except to the extent of such qualification, the Joint Venture Company shall order all masks required under this Agreement from [***]. Upon the qualification of a second source for masks for a particular Process Node or Stack DRAM Product by the JDP Committee in accordance with Section 3.7 of the JDP Agreement, the Joint Venture Company shall comply with the instructions from time to time of the Manufacturing Committee with regards to whether such qualified second source or [***] will be used to create, maintain, repair and replace the masks required for such Process Nodes or Stack DRAM Products under this Agreement. The Joint Venture Company shall have possession, but not ownership of any underlying copyrights, mask works or other intellectual property, of any physical production masks which the Joint Venture Company obtains in accordance with this Section 2.4 .

2.5 Designation of WIP .

(a) WIP Associated With Shared Design ID Wafers . The Joint Venture Company shall ensure that WIP at its fabs associated with Shared Design ID Wafers to be

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purchased by both Purchasers is designated for both Purchasers from Wafer Start, and the Conforming Wafers and Secondary Silicon resulting therefrom shall be allocated to the Purchasers in proportion to, in the case of Micron, MNL’s Output Percentage and, in the case of NTC, its Output Percentage.

(b) Other WIP . The Joint Venture Company shall ensure that WIP at its fabs associated with Conforming Wafers other than Shared Design ID Wafers to be purchased by a Purchaser is designated for such Purchaser from Wafer Start.

2.6 Subcontractors . The Joint Venture Company may utilize subcontractors, subject to all subcontractors being approved by the Purchasers, which approval shall not be unreasonably withheld or delayed. The Joint Venture Company shall ensure that all contracts with subcontractors (a) shall provide the Joint Venture Company with the same level of access and controls as the Joint Venture Company provides to the Purchasers in this Agreement and (b) contain customary nondisclosure obligations in a form reasonably acceptable to the Purchasers.

2.7 [***]. In addition to the [***] Report and the monthly review requirements set forth in Section 3.3 , the Joint Venture Company shall promptly notify each Purchaser of [***].

2.8 Traceability; Data Retention . The Parties shall review the Joint Venture Company’s (i) [***]process and producing the WIP Data and (ii) data retention policy in regards to the WIP Data. The Joint Venture Company agrees to maintain the WIP Data for a minimum of [***].

2.9 Access to WIP Data . The Joint Venture Company shall provide each Purchaser with full access to its respective WIP Data (including with respect to Shared Design ID Wafers) [***].

2.10 Additional Customer Requirements .

(a) Micron shall inform the Joint Venture Company in writing of any supplier requirements of any Micron customer relating to any of the Joint Venture Company’s fabs at which Stack DRAM Product is manufactured for Micron. Micron and the Joint Venture Company shall work together in good faith to satisfy such requirements.

(b) NTC shall inform the Joint Venture Company in writing of any supplier requirements of any NTC customer relating to any of the Joint Venture Company’s fabs at which Stack DRAM Product is manufactured for NTC. NTC and the Joint Venture Company shall work together in good faith to satisfy such requirements.

2.11 Statement Regarding Anticipated Share of Manufacturing Capacity . No later than [***] days prior to the beginning of each Fiscal Quarter, the Joint Venture Company shall deliver to each Purchaser a statement setting forth such Purchaser's anticipated share of the Manufacturing Capacity of the Joint Venture Company at each of the Joint Venture Company’s fabs for each of the upcoming [***] Fiscal Quarter, based on, in the case of Micron, MNL’s Output Percentage (subject to change from time to time in accordance with the Joint Venture Agreement) and, in the case of NTC, its Output Percentage (subject to change from time to time in accordance with the Joint Venture Agreement), on [***]. Such statement shall include [***].

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ARTICLE 3

PLANNING MEETINGS AND FORECASTS;

PERFORMANCE REVIEWS AND REPORTS

3.1 Planning and Forecasting .

(a) At a point in each Fiscal Quarter as agreed by the Parties, each Purchaser shall provide the Joint Venture Company with a written non-binding forecast of such Purchaser’s demand (a “ Demand Forecast ”) for the next [***] Fiscal Quarters or as may be otherwise agreed by the Parties. All Demand Forecasts (i) shall include [***] and (ii) shall be [***].

(b) The Joint Venture Company shall furnish each Purchaser with a written response within [***] Business Days of receiving such Purchaser’s Demand Forecast, indicating its Manufacturing Capacity during the period covered by such Demand Forecast and [***] outlined in such Demand Forecast that the Joint Venture Company can commit to deliver. This written response (the “ Planning Forecast ”) shall include:

(i) [***]; and

(ii) forecasted [***].

(c) Based on the Planning Forecasts, the Joint Venture Company shall develop a [***] Fiscal Quarter proposed loading plan [***] for such period ( “Proposed Loading Plan” ). The Joint Venture Company shall provide each Purchaser with the Proposed Loading Plan at least [***] Business Days prior to its review by the Manufacturing Committee.

(d) The Joint Venture Company shall submit the Proposed Loading Plan, Planning Forecasts and other requested information to the Manufacturing Committee for endorsement. Once endorsed by the Manufacturing Committee, the Proposed Loading Plan shall become part of the Manufacturing Plan.

3.2 Monthly Reports .

(a) [***] Reports . [***], the Joint Venture Company shall deliver to each Purchaser a report (each, a “ [***] Report ”) which shall include:

(i) [***];

(ii) [***]; and

(iii) [***].

Neither Purchaser will use or disclose the [***] Reports, or the contents thereof, received by such Purchaser in contravention of any Applicable Law.