Exhibit A - Discontinued Product List
Exhibit C - Clarification of Previously Discontinued Products

June 30, 1999

Attention: Purchasing Manager or Philips Semiconductors' Products Manager
Subject: Product Discontinuation Notice Number DN-41

Dear Philips Semiconductors' North America Customer or Distributor:

This letter is to confirm to your company that Philips Semiconductors is discontinuing the manufacture of a number of integrated circuits and discrete semiconductors as listed on Exhibit A to this letter. In accordance with Philips Semiconductors' product discontinuation policy, we are hereby giving notice of these product changes in order for your company to adjust its product purchasing plans or to make any final lifetime purchases of the discontinued products that are still in supply.

This notice only applies to Philips Semiconductors' customers and distributors in North America. Philips Semiconductors' customers and distributors outside North America receive their product discontinuation notices from Philips Semiconductors' sales organizations responsible for such international locations.

While Exhibit A covers an extensive listing of discontinued end-of-life part types, they represent a small percentage of Philips overall semiconductor product portfolio. Many of these products have had little or no recent sales history and may cover a number of versions or selections of the same basic product

This notice also contains an Exhibit C that clarifies certain previously discontinued products, including the reactivation of some part types that Philips has elected to continue to manufacture.

 

PART TYPES TO BE DISCONTINUED

• If you are the primary contact within your company to receive this notice, a record of your company's known direct purchases from Philips Semiconductors in North America during the past twenty-four (24) months is attached as Exhibit B. (Note: This Exhibit B listing may not contain all of your company's worldwide or marketplace purchases of these discontinued products).
  
  If Philips Semiconductors has no record of your company's purchase of the referenced parts in North America during the past twenty-four (24) months, an Exhibit B purchase record will not be enclosed. Additionally, if you are receiving this notice under one of Philips' general customer or distributor mail lists, you will not receive an Exhibit B purchase history.
   
• Some of the part types may be non-manufacturable or otherwise be limited in availability. If such a condition is noted on Exhibit A, a last time buy may not be available. For limited availability coded products which are still manufacturable, a limited quantity of the product has been produced within Philips Semiconductors' remaining capacity to meet our customers or distributors commercially reasonable last time buy orders. These products shall be scheduled on a first-come/first-serve basis until the remaining capacity or inventory is depleted.
   
• Most of the discontinued products covered by this notice are considered industry multi-source products. These parts are coded with an "M" in the "status code" column. Products that are known to be sole-source are coded with an "S" in the "status code" column. If no code is listed, or you want more information concerning available Philips or industry substitute products, please contact your local Philips Semiconductors sales or distributor representative for assistance.
   
• Exhibit A also includes a column designated as "12 NC Number". This number represents Philips Semiconductors internal manufacturing control identification for reference to each part type or version of the part type (end part number). Additionally, some parts may also reference an internal Philips' 6-digit identification number "6TG". This is the next level of the product ( ie. base part). There may be several 12NC numbers that can have the same 6TG number.
   

 

LAST TIME BUY CONDITIONS

We request you carefully review this information and notify your purchasing offices and buyers to place your company's final purchases for available discontinued products as soon as possible according to the following last time buy terms and conditions.

• GENERAL: Last time ordering conditions may vary by product. Refer to Exhibit A. The Last Time Buy Date automatically expires when the final available inventory quantity or production unit has been scheduled and sold.
   
• DELIVERY DATES: Last time delivery conditions vary by product. Refer to Exhibit A. The code "Ltd Avail" in the "Last Buy Date" or "Last Delivery Date" columns indicates a limited availability part type. Refer elsewhere in this notice for further description of limited availability condition.
   
• ORDER PLACEMENT: Discontinued product orders placed with Philips Semiconductors in North America must be clearly identified as a "Last Time Buy". Each Order must: (a) reference control number DN-41; (b) contain your company's requested delivery dates per this notice; (c) be within the minimum order quantity requirements in an existing volume purchase agreement or meet Philips Semiconductors' standard minimum order policy: and (d) otherwise conform to all other applicable conditions in this notice.
   
• PRICING: The unit sales price for purchase of the available discontinued products covered by this notice will be as follows:
  • If an unexpired volume purchase agreement is on file in Philips Semiconductors' Contracts Department, the unit price will be the effective agreement part type unit price for any unordered product quantities covered by such agreement. For quantities beyond the applicable unordered volume agreement quantity, the unit price will be subject to negotiation.
     
  • If a valid offer-to-sell standalone quote is still in effect during the last time ordering period, the unit price shall remain as originally quoted by Philips Semiconductors for the offered quantities until the quote has expired, or until the quoted quantities have been purchased.
     
  • Where a volume purchase agreement or a Philips Semiconductors' standalone quote is not in effect, the product unit price will be subject to Philips Semiconductors' individual price quotation of your company's last time buy requirements.
     

• ACKNOWLEDGMENT & DELIVERY:

  Philips Semiconductors will acknowledge each acceptable discontinued product order in writing or by Electronic Data Interchange ("EDI"). We will attempt to meet your company's requested delivery date(s) wherever possible. However, Philips Semiconductors' acknowledged delivery date(s) are deemed to be approximate because of the special circumstances associated with last time product manufacturing conditions.
   

• ORDER ACCEPTANCE/CHANGE CONDITIONS:

  • Philips Semiconductors will accept last time orders from your company for the discontinued products as "Firm and Final". As such, these orders will not be subject to any reschedule, cancellation, or termination by your company without Philips Semiconductors' prior written authorization and payment of full termination charges.
     
  • Philips Semiconductors reserves its right to make changes in the scheduled delivery dates, or to terminate remaining undelivered quantities of your company's last time buy order(s), due to changes in Philips Semiconductors' last time manufacturing capabilities, or for commercially impracticable circumstances which makes delivery not feasible.

• QUANTITIES:

  The following conditions apply to final buy quantities for the available discontinued products.
  • FIRST: The quantities in any existing unfilled orders and contracts acknowledged by Philips Semiconductors will be honored, then
     
  • NEXT: The unfilled quantities in any volume agreement(s) or quantities in unexpired standalone quote(s) will be accepted, and
     
  • FINALLY: Any additional reasonable quantity of products that Philips Semiconductors quotes based upon your company's identified requirements will be taken.
  
  

  IN THE EVENT OF CONFLICT FOR THE LIMITED AVAILABILITY PRODUCT(S), QUANTITIES FOR THE CUSTOMER ORDERS WILL BE DETERMINED ON A FIRST-COME FIRST-SERVED BASIS AND WILL BE SUBJECT TO PHILIPS' AVAILABLE INVENTORY AND REMAINING MANUFACTURING CAPACITY FOR THE PRODUCT.

• DISTRIBUTION SALES:

  If you are a Philips Semiconductors' distributor customer, please contact your distributor sales representative for assistance in planning a last time buy for available discontinued products to be negotiated with your distributor.
   

• STATUS CODES:

  The status codes listed on Exhibit A identify special conditions that may apply to certain of the part types. These codes mean the following:
  
  Code 1 = Non manufacturable/ quality or yield reason
  
  Code 2 = Limited availability - limited manufacturing capacity/ wafer/die inventory.
  
  Code 3 = (Reserved)
  
  Code 4 = Part package discontinuation (Note: basic part not being discontinued)
  
  Code 5 = End product packing type discontinuation (Note: basic part not being discontinued)
  
  Code 6 = Standard end of product life decision, low sales volume, product line discontinuation, or new replacement product
  
  Code 7 = Other reason (i.e. process/fab migration or change, etc.)
  
  Code S = Sole Source product
  
  Code M = Multisource Part
  
  Customer Selection: Means a part type uniquely produced or processed for to a specific customer.

 

LIMITED WARRANTY

All discontinued product orders subject to this notice shall carry Philips Semiconductors' standard limited warranty as contained in Philips Semiconductors' order acknowledgement form; or, if applicable, the warranty set forth in a duly executed formal contract between Philips Semiconductors and your company will apply; except that:

• Philips Semiconductors will accept all valid warranty claims for credit only, unless a replacement order is otherwise agreed upon by Philips and the replacement parts can be manufactured or delivered from remaining inventory.
   
• The applicable warranty period for making any return claims for discontinued products subject to this notice will be no later than ninety (90) days following delivery of the discontinued products.
   
• Any return claims must be made under Philips Semiconductors' current Return Material Authorization ("RMA") procedures.

 

ADDITIONAL PROVISIONS

Except as stated above, the applicable terms and conditions of sale for these discontinued products will be the unmodified provisions in Philips Semiconductors' standard order acknowledgement form or, as applicable, the terms and conditions contained in a duly executed contract in force between our companies.

PHILIPS SEMICONDUCTORS ACCEPTS NO LIABILITY FOR EXCESS REPROCUREMENT COSTS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ASSOCIATED WITH THIS NOTICE, WITH ITS PRODUCTS, OR WITH THE FINAL MANUFACTURE AND PERFORMANCE AGAINST ANY LAST TIME BUY ORDERS RELATED TO THE DISCONTINUED PRODUCTS COVERED BY THIS NOTICE.

We regret the inconvenience and impact this notice may cause your company. Philips Semiconductors' sales, marketing and distribution personnel stand ready to assist you in placing your company's final orders, or in providing product information you require.

For specific product inquiries, please contact your local Philips Semiconductors' sales or distributor representative. For general questions regarding this discontinuation notice, contact Ms. Patricia Griffin, Philips Semiconductors' Contracts Department at (408) 991-2450 or FAX (408) 991-2004, or by email.

Philips Semiconductors will be announcing the activation of an product discontinuation internet web-site for electronic access to current and past discontinued product information during the last half of 1999. Please notify the above Philips' Contracts Department representative for more information about this web-site.

On behalf of Philips Semiconductors, we appreciate your understanding and assistance in helping us to help you minimize the impact of this product discontinuation on your company. We look forward to Philips Semiconductors' continued support of your company's semiconductor requirements in the years to come.

Very truly yours,

PHILIPS SEMICONDUCTORS

Craig R. Ash
Contracts Department
CRA

Enclosures:
Exhibit A - Discontinued Product List
Exhibit B - Customer Specific Discontinued Product Shipment History (if applicable)
Exhibit C - Clarification of Previously Discontinued Products