Exhibit A - Discontinued Product List

December 31, 2001

Attention: Purchasing Manager or Philips Semiconductors'
Products Manager
Subject: Product Discontinuation Notice Number DN-46

Dear Philips Semiconductors' Customer or Distributor:

This letter confirms to your company that Philips Semiconductors is discontinuing the manufacture of a number of its' integrated circuits and discrete semiconductors listed on Exhibit A to this letter. In accordance with Philips Semiconductors' product discontinuation policy, we are hereby giving notice of these product changes so that your company can adjust its' product purchasing records, or make any final lifetime purchases of the discontinued products that still can be supplied by Philips.

While Exhibit A to DN-46 contains a large list of discontinued end-of-life part types, this list represents a small percentage of Philips' overall semiconductor product portfolio. Many of these discontinued products have had little or no recent sales history and may cover a number of versions or selections of the same basic product.

 

A. DISCONTINUED PRODUCT NOTIFICATION

1. If you are the primary contact within your company to receive this notice, your company's known North American direct purchases of these discontinued products from Philips Semiconductors during the past twenty-four (24) months is attached as Exhibit B. This Exhibit B listing may not contain all of your company's worldwide or marketplace purchases of these discontinued products. Applicable sales history information for your company's locations outside North America will be forwarded to your company by our international sales representatives responsible for giving this notice in such international locations.

If Philips Semiconductors has no record of your company's purchases 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 customers or distributors mail lists, or receive it electronically, you will not receive an Exhibit B purchase history with this notice.

2. Philips Semiconductors has an extensive discontinued products ("EOL") public web-site that contains our recent product discontinuation notices and other general information about Philips discontinued product policy and process. This DN-46 product discontinuation notice can also be found on this web-site.

3. Additionally, any updated information concerning this DN-46 notice and its listed discontinued products will be posted onto this web-site as such information may become available. We encourage you to visit our e-business discontinuation tool at the following Philips' internet address:"http://www.nxp.com/eol

 

B. DISCONTINUED PRODUCTS: EXHIBIT "A" CODING AND PART INFORMATION

The attached information, format and coding structure applies to Exhibit A and to this DN-46 notice. This format is designed for improved data sorting of key information and coding fields as described below:

• Philips Type Number: (Column 1):
  The first column contains Philips' full part number as carried by Philips part number system ("Prime System").


• Philips North America (N. A.) Part Number (Column 2):
  Certain older Philips' part types may also be sold under Philips North America's part number system and may carry duplicate part number identifiers. In the event that there is a different North America callout for some of these products, two different part numbers will be shown for the same Philips' discontinued Type Number (e.g. Philips' Type Number and Philips' North America Part Number represent the same product being discontinued). If there is a blank in the North America ("NA") Part Number column for a Philips' Type Number, then a unique North America Part Number for that Philips' Type has not been identified.


• Philips Part Number Description (Column 3):
  This column lists Philips' short standard product description ("SSPD") or a brief product description of the discontinued product supplied by the product group.


• Philips 12NC Number (Column 4):
  Exhibit A also includes a column designated as "12 NC Number". This number represents Philips Semiconductors' internal manufacturing control identification number for reference to each part type, or version of the part type (end part number), being discontinued. The 12NC is Philips master internal control numbering system for all of its products.


• Discontinuation Type Code: (Column 5):
  • Code "T":
    Discontinuation of full Philips' Type & North America Part Number: All packaging and packing options are discontinued.
  • Code "N":
    One of the part packaging options is pruned (at least one other packaging or packing option of the same product is still available).
• Source Code (Column 6):
  
  • Code "M":
    Discontinued products covered by this notice considered to be industry multi-source products are coded with an "M" in the "Source Code" column in Exhibit A.
  • Code "S":
    Discontinued products known as industry sole-source products are coded with an "S"
  • Code "C":
    Customer specific products are designated with a "C". A customer specific product is a part type uniquely produced or processed for a specific customer only.
• Availability Code (Column 7):
  
  • Non-Available - Code "1":
    Some part types may not be available and are identified with a "Code 1. Code 1 products can no longer be produced by Philips and no supply exists for various reasons such as unacceptable quality or unique manufacturing conditions. Code 1 products cannot have a last time buy for commercially impracticable reasons. The date of December 31, 2001 (date of DN-46 notice) is entered as the last time ordering and delivery dates for record data sorting purposes only (zero days).
  • Limited Availability - Code "2":
    For limited availability products, a unique manufacturing or limited inventory or time condition exists. Where limited availability coded products are still manufacturable, a limited quantity of the product has been, or will be, produced within Philips Semiconductors' remaining capacity to meet our customers or distributors commercially reasonable last time buy orders. These Code 2 products shall be scheduled on a first-come/first-serve basis until the remaining products capacity or inventory is depleted. At that time no further last time buy orders can be supplied by Philips.
  • Standard Availability - Code "3":
    Code 3 products have no known supply restriction and last time customer and distributor orders can be met per Philips discontinued product (DOD) policy.
• Last Time Buy Date (Column 8):
  This column lists the last time order date for the discontinued product. Unless a limited availability condition and shorter time period exists, Philips allows a six (6) month last order period for multi-source ("M") products, a nine (9) month last order time period for sole-source ("S") and customer specific ("C") products. All dates are measured from the date of this notice (December 31, 2001). Dates are shown as "date-month-year".
• Last Time Delivery Period (Column 9):
  The last delivery date for the discontinued products is list Column 9. Unless a limited availability condition and shorter time period is indicated, Philips allows a twelve (12) month delivery time period for discontinued products measured from the date of this notice (December 31,2001).
• Suggested Replacement Part (Column 10):
  This column contains any known Philips' or industry replacement products for the discontinued Philips' Type numbers. This is reference only information. It is not intended as a statement of warranty indicating that the listed replacement products meet the same form, fit, function or performance of the discontinued product until such time as Philips' customers or distributors qualify such products to their specifications. Contact Philips' local sales or marketing representatives for further assistance concerning any replacement products.
• Notice Comments (Column 11):
  This area includes any additional information about the discontinued products indicated by Philips product line marketing management.

 

C. LAST TIME BUY TERMS AND CONDITIONS

Carefully review this information and notify your purchasing offices and buyers to place your company's final purchases for available discontinued products with Philips 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 part type inventory quantity or production unit has been scheduled and/or sold by Philips
• DELIVERY DATES:
  Last time delivery conditions may vary by product. Refer to the above coding information covering Column 9 of Exhibit A. Philips final delivery date(s) may be affected by limited supply conditions.
• ORDER PLACEMENT:
  Discontinued product orders placed with Philips Semiconductors must be clearly identified as a "Last Time Buy". Each order must: (a) reference DN-46; (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:

  a) If an active volume purchase agreement is on file in Philips Semiconductors' Contracts-Legal 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.

  b) b.) 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 part type quantities until the quote has expired, or until the quoted quantities have been purchased.

  c) a) 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

• ACKNOWLEDGEMENT & DELIVERY:
  Philips Semiconductors will acknowledge each acceptable discontinued product order in writing or by Electronic Data Interchange ("EDI"). Philips 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 to last time product manufacturing conditions.
• ORDER ACCEPTANCE/CHANGE CONDITIONS:
  

  a) Philips Semiconductors will accept last time discontinued products orders from your company as "Firm and Final". As such, these orders will not be subject to any reschedule, cancellation, or termination by your company

  b) without Philips Semiconductors' prior written authorization and payment of full termination charges for ordered discontinued products at the product unit sales price.

  c) Philips Semiconductors reserves its right to make changes in the scheduled delivery dates, or to terminate any remaining undelivered quantities of your company's last time buy order(s), at any time, due to changes in

  d) 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 available discontinued products.

  a) FIRST: The quantities in any existing unfilled orders and contracts acknowledged by Philips Semiconductors will be honored, then

  b) NEXT: The unfilled quantities in any volume agreement(s) or quantities in unexpired standalone quote(s) will be accepted, and

  c) FINALLY: Any additional reasonable quantity of products that Philips Semiconductors quotes based upon your company's identified requirements will be taken by Philips.

  IN THE EVENT OF CONFLICT FOR LIMITED AVAILABILITY PRODUCTS, THE QUANTITIES FOR THE CUSTOMER'S OR THE DISTRIBUTOR'S ORDERS WILL BE DETERMINED ON A "FIRST-COME FIRST-SERVE BASIS". THESE PRODUCTS WILL ALSO 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 authorized Philips' distributor sales representative for assistance in planning and making any last time purchase(s) of available discontinued products. Such purchases are to be negotiated with the distributor. You may also find additional information about Philips Semiconductors' discontinued products on our discontinued products internet web-site at: http://www.nxp.com/eol

 

D. LIMITED WARRANTY

All discontinued product orders subject to this notice shall carry (a) Philips Semiconductors' standard limited warranty as contained in Philips Semiconductors' order acknowledgement form, or (b) the applicable warranty set forth in a duly executed formal contract between Philips Semiconductors; provided that:

• 1. Philips Semiconductors will accept all valid discontinued product warranty claims for credit only, unless a replacement order is otherwise agreed to by Philips and the replacement product(s) can still be manufactured or otherwise delivered from Philips' remaining inventory.
• 2. 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.
• 3. Any return claims must be made under Philips Semiconductors' current Return Material Authorization ("RMA") procedures.

 

E. DISCLAIMER AND ADDITIONAL PROVISIONS

Except as provided for elsewhere in this notice, the applicable terms and conditions of sale for Philips' discontinued products will be the unmodified terms and conditions in Philips Semiconductors' standard order acknowledgement (order confirmation) 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, LABOR COSTS OR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER ASSOCIATED WITH THIS NOTICE, WITH PHILIPS SEMICONDUCTORS' DISCONTINUED PRODUCTS, OR WITH THE FINAL MANUFACTURE AND PERFORMANCE AGAINST ANY LAST TIME BUY ORDERS RELATED TO THE DISCONTINUED PRODUCTS COVERED BY THIS NOTICE.

 

F. RE-ACTIVATION/CLARIFICATION OF PRIOR DISCONTINUED PRODUCTS

From time-to-time Philips may elect to re-activate a previously discontinued product, or Philips may identify additional information to help clarify a previously discontinued product. Such product re-activation or additional discontinued product information is made directly onto Philips public internet EOL web-site at the time such product information becomes available by our product market representatives. Refer to Philips' internet EOL web-site for any Philips' product re-activation or other updated information concerning our previously announced discontinued products.

For specific product inquiries, please contact your local Philips Semiconductors' sales or distributor representative. General questions regarding this discontinuation notice should be referred to Ms. Patricia Griffin, Philips Semiconductors' Contracts Department, San Jose, California at: Phone: (408) 474-8108, Fax: (408) 474-8325, Email: Patricia Griffin or, as previously indicated, refer to the Philips' public "EOL" web-site for our discontinued products and information at: http://www.nxp.com/products/eol.

We regret any 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 discontinued product information you require.

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' continued support of your company's semiconductor requirements from our existing extensive product portfolio in the years to come.

Very truly yours,

PHILIPS SEMICONDUCTORS

Craig Ash
Contracts-Legal Department

Enclosures:
Exhibit A - Discontinued Product List