CALIFORNIA MICRO DEVICES CORP
WAFER MANUFACTURING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>5
<FILENAME>dex1012.txt
<DESCRIPTION>WAFER MANUFACTURING AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.12

     CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

                          WAFER MANUFACTURING AGREEMENT

Introduction

     This Wafer Manufacturing Agreement (this "Agreement") is entered into by
and between California Micro Devices Corporation, a corporation formed under the
laws of, and with a place of business and office in, California USA ("CAMD"),
and Advanced Semiconductor Manufacturing Corporation of Shanghai, a corporation
formed under the laws of, and with an office and place of business in, the
Peoples Republic of China ("ASMC"), effective upon the later of the dates (the
"Effective Date") it is signed by a representative of each party under
Authorized Signatures below.

Background

     A. CAMD markets and sells worldwide semiconductors which it designs and
makes in Milpitas California and Tempe Arizona using proprietary processes.

     B. ASMC manufactures semiconductors for third parties with its plants
located in Shanghai, China.

     C. CAMD desires to have a third party with a lower cost structure make the
semiconductors CAMD has designed using processes specified by CAMD.

     D. CAMD has retained ASMC to make certain of its semiconductors and both
parties have been pleased with their relationship to date and wish to expand it.

     E. ASMC currently does not have certain know-how needed to make the type of
semiconductors CAMD has designed but, if trained in such know-how, believes it
would be able to make such semiconductors in its facilities. For example, ASMC
has never made any semiconductors using Tantulum Nitride.

     F. Worldwide, there is excess capacity to make the type of semiconductors
CAMD has designed; ASMC typifies this and currently has excess capacity which
CAMD is willing to utilize.

     G. Historically, semiconductor capacity has been cyclical and CAMD wishes
to ensure that when semiconductor capacity gets scarce, ASMC will allocate
capacity to CAMD and not raise prices, to which ASMC is willing to commit.

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Agreement

     Based upon the facts and premises in the Background above, which are hereby
conclusively presumed to be true and correct, and the mutual promises below,
CAMD and ASMC hereby agree as follows:

1.   Capacity, Forecasts, and Orders

     a. Long-Term Capacity

     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


     b. Short-Term Forecasts

     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     c. Orders

     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

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     d. Cycle Time

     CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS
OF THIS

     e. Terms and Conditions

     The terms and conditions specified in this Agreement shall govern each
order and acceptance. Any pre-printed terms and conditions shall be ignored.
Only those terms on the front of a purchase or sales order governing matters
such as quantity, price, wafer start date, and packing and shipping instructions
shall be binding on the parties. As provided in Section 7, the parties expressly
agree to be bound by the UN Convention on Contracts for the International Sale
of Goods. In the event that CAMD requests from ASMC a non ASMC standard packing
method, then CAMD must document those requirements to ASMC. ASMC will attempt to
accommodate CAMD's special requirements and may adjust price to reflect the
additional cost of such requirements.

     f. Lot size

     CAMD shall use commercially reasonable efforts to make orders for a minimum
of 24 wafers per lot for 5" or 6" wafers. ASMC reserves the right to levy
additional charges if wafer lot sizes are less than 24 wafers for 5" or 6"
wafers in which case ASMC would propose such additional charges in its order
acknowledgement/acceptance for CAMD to accept or reject. CAMD may start up to
two lots a week of 5" wafers with lot size of 24 wafers without any surcharge.
Any additional weekly lots of 5" wafers of less than 49 wafers will incur a
surcharge of 30%.

2.   Pricing

     a. Price Determination.

     The prices for those products currently manufactured by ASMC are shown on
Exhibit A. CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. All prices and payments and charges will be
in US dollars. All prices include all taxes, export duties, and other charges
imposed by the People's Republic of China ("PRC") and any local governments in
the PRC but exclude all taxes, import duties, and other charges imposed by the
United States of America ("USA") and any local governments in the USA.

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     b. Future Products.

     Whenever CAMD wishes ASMC to manufacture a new product with a new process
technology the parties shall agree upon the pricing for such product and how
long such price shall be fixed. Pricing for new products made with the existing
process technologies will be determined per Exhibit A based upon the wafer cost
and the number of layers; however, the parties will agree on an expected yield
of die per wafer for such new product. The expected yield will be based upon
commonly used criteria in the semiconductor industry such as die size and defect
levels.

     c. Price a Function of Yield.

     Unless otherwise agreed by the parties, pricing will be based upon the net
die per wafer yield resulting from the use of CAMD specified test procedures. As
described above in Section 2b, the initial die per wafer expected will be based
upon the commonly used criteria in the semiconductor industry such as die size
and defect levels. CAMD, as needed, will work with ASMC to assist in obtaining
the desired yields. The final die per wafer yield will be established after
three (3) months of manufacturing experience and Exhibit A will be amended
accordingly. Thereafter, within two weeks after each calendar quarter, the
parties will determine whether ASMC has equaled or exceeded this yield, in which
case ASMC will be eligible for a yield improvement bonus under Section 2e below,
or whether ASMC has fallen short, in which case CAMD shall receive the following
credit. For each semiconductor product, the credit shall equal the product of
the price shown on Exhibit A times the number of wafers for that product
purchased during the prior calendar quarter times the ratio of the actual die
per wafer yield to the expected die per wafer yield shown on Exhibit A.

     d. Price Adjustments.

     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.


     e. Yield Improvement Bonus.

     The parties agree to work together to improve yield. ASMC will provide
product and process engineering support and CAMD will assist as requested. The
benefits from any improvement in yield will be divided equally among the
parties. During the last week of every July and January, the parties shall
evaluate whether there should be a yield improvement bonus payable to ASMC based
upon yield improvements during the six months then ended. In these regards, as
further described in Exhibit B, CAMD would pay ASMC a bonus so that the parties

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will have split equally any benefit accruing during such six months from an
actual yield that was higher than the expected yield.

     f. Engineering / Pilot / Qualification Lot Fee

     The lot size of Engineering / Pilot / Qualification lot shall be no less
than 12 wafers per lot and ASMC will impose a 50% surcharge on the production
wafer price. ASMC will offer one mask split change without additional charge.

     g. Hot Lot Service Fee

     If a CAMD order requires cycle time acceleration, then ASMC may impose an
expediting surcharge of up to fifty percent (50%). ASMC would propose any such
surcharges in its order acknowledgement/acceptance for CAMD to accept or reject.

3.   Testing, Shipping, and Acceptance

     a. Testing by ASMC.

     ASMC will inspect and test all wafers prior to their shipment to CAMD. If
more than two-thirds of the wafers in any lot fail the test, then ASMC will
reject the entire lot and inform CAMD and await instructions for disposition.
The test will be a test of the electrical parameters by determining whether
three out of five PCM sites on the wafer pass the specifications set by CAMD and
if visual defects will make wafers not yield as specified. If more than 50% of
the wafers in any lot fail and CAMD provides a compelling reason, then ASMC will
reject the entire lot.

     b. Shipping.

     Once wafers have passed the Section 3a tests, then ASMC will notify CAMD.
CAMD will then pay ASMC in US dollars by wire transfer within thirty (30) days
to an account specified by ASMC. CAMD shall bear any bank charges outside of the
PRC. Any late payments shall be subject to finance charges of one and one-half
percent (1.5%) per month and ASMC may hold up future shipments until its account
is brought current. Within one (1) business day of notifying CAMD, ASMC will
ship the wafers to CAMD, in such packing as specified by CAMD, using Federal
Express or such other method as specified by CAMD. CAMD will be responsible to
insure the shipment. ASMC may make partial shipments but shall request CAMD
approval for a partial shipment of less than one-third of the order. The
delivery term is FCA Shanghai airport, meaning that CAMD will be responsible for
any freight, insurance, and non-ASMC handling charges associated with the
shipment of wafers as well as taxes, import duties, and other charges imposed by
the USA as provided in Section 2a. All shipments will be accompanied by written
documentation showing the test results.

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     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

     c. Acceptance and Warranty

          (i) ASMC Testing

     ASMC will manufacture wafers to conform with the CAMD-specified acceptance
criteria. Prior to delivery, ASMC shall perform on each lot of wafers
manufactured, the tests specified in the acceptance criteria. ASMC will deliver
only wafers which meet the acceptance criteria, unless CAMD waives such
obligation in writing.

          (ii) Effect of Acceptance Test Failure.

     If ASMC discovers that the wafers do not meet any one of the acceptance
criteria, ASMC shall as soon as reasonably possible effect the rectification or
replacement of the wafers.

          (iii) CAMD Acceptance

     CAMD will have fourteen (14) days after receipt of the shipment from ASMC
to notify ASMC of any discrepancies in quantity and mix of wafers received from
ASMC. CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.

Warranty Limitations

     ASMC shall have no liability and shall not be obliged to accept the return
of wafers after the relevant period of two months or one year, as the case may
be. In addition, ASMC shall be under no liability for defects in the wafers
caused by persons other than ASMC, including, static discharge, abnormal working
conditions, accident, wilful damage, abuse, misuse, neglect, improper
installation, repair or alteration by persons other than ASMC, improper testing
and/or improper storage and/or improper handling or use contrary to any
instructions issued by ASMC which are in keeping with generally accepted
industry practices. Further, ASMC shall be under no liability for any parts or
materials it has not manufactured.

          (iv) Duties as to Defective Wafers

     ASMC shall have the discretion to decide whether or not to conduct failure
analysis on the wafers returned by CAMD, and if such failure analysis is
conducted, ASMC will, at CAMD's request, provide CAMD with copies of the results
of such analysis. If ASMC's failure analysis determines that the defects are due
to causes other than the causes specified in Section 3c(iv) above, then CAMD may
at its option elect for either a full credit (or refund if the Agreement has
been

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terminated) for the purchase price paid for such wafers, or ASMC's replacement
of the defective wafers returned to ASMC. If CAMD elects for the replacement of
defective wafers, the manufacture of such wafers shall have high priority on
ASMC's production schedule.

          (v) Sole Warranty For Defects

     THE FOREGOING STATES ASMC'S ENTIRE LIABILITY, WHETHER IN CONTRACT OR IN
TORT FOR DEFECTS IN WAFERS. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF
ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS RELATING TO
DEFECTIVE PRODUCTS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE
OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE
FULLEST EXTENT PERMITTED BY LAW AND ASMC SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     d. Component Vendors

     CAMD shall qualify the supplier of wafers to ASMC and the suppliers of
major equipment and chemicals. Thereafter, such suppliers may not be changed
without ninety (90) days prior notice so that CAMD may qualify the proposed new
supplier.

     e. Production Halts

     CAMD may at any time request ASMC to halt the manufacture of wafers still
in-process and ASMC shall effect production stoppage. The manufacture of Wafers
shall remain on hold pending written directions from CAMD.

     If CAMD decides to cancel its order for wafers after ASMC has begun to
process the raw wafers, CAMD shall pay to ASMC a cancellation fee based on the
formula set out in Exhibit D.

     ASMC shall re-start the manufacture of Wafers within a reasonable time
after receipt of CAMD's written request, subject to CAMD's agreement to bear
all expenses incurred by ASMC in production stoppage and re-start. ASMC will
make no commitments of yield, reliability and conformance with the acceptance
criteria in respect of Wafers stopped in-process (a) more than one time
regardless of the number of days of stoppage, or (b) if the stoppage lasts for
more than 30 days.

2.   Know-How Transfer and Intellectual Property.

     a. Know-How Transfer.

     CAMD will transfer to ASMC the necessary know-how and information for ASMC
to run CAMD's processes and make CAMD products and the necessary reticles or
masks to make

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CAMD's products, with responsibility as per Exhibit C. Should ASMC damage a
reticle or masks, then ASMC shall replace such reticle or masks at its expense
with CAMD's assistance as required. All such information is agreed to be
proprietary to CAMD and shall be treated as Confidential Information regardless
of its labeling. Other information of the parties shall be deemed Confidential
Information if so labeled if disclosed in writing or, if disclosed orally, is
said to be confidential at the time and a follow-up writing describing such
information and its confidentiality is provided within thirty (30) days of
disclosure ASMC agrees not to use CAMD Confidential Information in connection
with making semiconductors for any person other than CAMD without CAMD's express
written consent. The parties agree maintain each other's Confidential
Information in confidence using the same degree of care they use for their own
confidential information, but in no event less than reasonable care. In these
regards, the parties agree not to disclose such Confidential Information except
to employees and independent contractors with a need to know who have written
agreements requiring them to retain such information in confidence and not to
use such information other than for the party's authorized purpose. The
foregoing shall not apply to information which otherwise would be treated as
Confidential Information (1) if such information is or becomes publicly
available other than through acts of the receiving party, (2) is rightfully
disclosed to the receiving party by a third party without restriction on use or
disclosure or (3) is previously known by the receiving party and the receiving
party so communicates to the disclosing party within thirty (30) days of its
receipt of such information. Each party agrees that the other party would be
irreparably damaged by the improper disclosure or prohibited use of such party's
Confidential Information and therefore consents to an arbitrator under Section
8g having the authority to enjoin or prohibit each party from making or
continuing such improper disclosure or prohibited use.

     b. Intellectual Property

     To the extent that the CAMD products or process are covered by patents,
copyrights, mask works, or other intellectual property, CAMD grants to ASMC the
personal and non-transferable non-exclusive license under such intellectual
property to manufacture semiconductors for sale only to CAMD. To the extent that
ASMC makes any inventions or comes up with ideas which are improvements to
CAMD's products or processes, ASMC agrees to promptly disclose such inventions
and ideas to CAMD and CAMD is hereby granted a non-exclusive license, with right
to grant sublicenses, to use such inventions and ideas to design, make, have
made, use, and sell semiconductors. CAMD may register any patents, copyrights,
mask works, or other intellectual property rights pertaining to CAMD products or
processes in the PRC and ASMC shall cooperate as reasonably requested by CAMD
and shall not make any such registrations absent the prior written consent of
CAMD.

3.   Term and Termination

     This Agreement shall have a term commencing on the Effective Date.

     CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

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<PAGE>

This Agreement may be terminated upon notice for cause by ASMC if CAMD is in
breach of an obligation to pay for products, other than due to products for
which there are bona fide disputes on acceptance, yield, or quality, and such
breach has lasted for thirty (30) days after ASMC notified CAMD of such breach.
Otherwise, either party may terminate this Agreement for cause upon notice if
the other party has breached a material provision of this Agreement and not
cured such breach within the following ninety (90) days. Any notice of
termination for failure to cure a breach must be given within sixty (60) days of
the end of the cure period or else a new notice of breach must be given. If this
Agreement is terminated other than by CAMD for cause, then CAMD shall be
financially responsible for any unused materials purchased by ASMC for the
exclusive use in CAMD products if such material was originally purchased in
support of CAMD's demand forecast covering the upcoming three (3) months;
provided, however, that ASMC will process such materials into wafers if
requested by CAMD as though this Agreement remained in effect.

4.   CAMD Personnel On-Site.

     CAMD may have one or more representative on site at ASMC to visit the fab
and test facilities and to assist with technology transfer issues; such
representative may if he or she wishes witness the testing of the wafers. ASMC
will provide to such representative, or to CAMD in California if there is no
on-site representative, process and electrical test yield results; current
process specifications and conformity to specifications; calibration schedules
and logs for equipment; environmental monitor information for air, gases, and
water; documentation of operator qualification and training; documentation of
tracability through CAMD's operation; CAMD process verifications information;
and CAMD trouble reports.

5.   Choice of Law

     This Agreement shall be governed by and construed under the 1980 United
Nations Convention on Contracts for the International Sale of Goods (the
"Convention"), or, to the extent that the Convention does not settle the rights
and obligations of the parties, the laws of Hong Kong, excluding that body of
law governing choice of law.

6.   Miscellaneous

     a. Language.

     This Agreement has been made in English language and all documents and
communications between the Parties hereto shall be in English language.

     b. Survival

     All terms and conditions destined to survive the term of this Agreement
shall survive.

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     c. Entire Agreement

     The terms and conditions contained in this Agreement and its exhibits
constitute the entire agreement between the parties with respect of its subject
matter and shall supersede any and all prior communications, representations,
agreements and/or understandings, either oral or written, between the parties
with respect to such subject matter. No agreement or understanding varying or
extending the terms and conditions contained in this Agreement and its exhibits
shall be binding upon either party hereto unless made in writing and signed by
duly authorized representatives of the parties.

     d. Interpretation

     If any provision of this Agreement is held invalid, illegal or
unenforceable under a given circumstance, such provision will be reformed only
to the extent necessary and in such a manner to effect the original intention of
the parties under such circumstance; such provision to continue to apply
unreformed under other circumstances and all remaining provisions continue
unchanged in full force and effect. The headings in this Agreement are inserted
for convenience and identification only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
of its provisions. This Agreement shall be construed as though it was prepared
by both parties.

     e. Waiver

     Any failure by either party to strictly enforce any provision of this
Agreement will not operate as a waiver of that provision or any subsequent
default or breach of the same or a different kind. Waiver of any breach of any
provision of the Agreement must be in writing signed by an officer of the party
affected and such waiver shall not be deemed to be a waiver of any preceding or
succeeding breach of the same or any other provision.

     f. Notices

     Notices under this Agreement must be in writing and will be deemed given
when delivered personally, when sent by email or facsimile (with confirmation of
receipt), or when sent by international courier service (with fees prepaid and
confirmation of receipt requested). Notices will be addressed to the parties at
the addresses appearing below under Authorized Signatures, but each party may
change the address by written notice in accordance with this Section 8f.

     g. Dispute Resolution

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<PAGE>

     The parties shall exercise all commercially reasonable efforts to settle
between themselves in an amicable way any dispute which may arise out of or in
connection with this Agreement. Should a dispute nonetheless arise, the parties
desire to avoid the burdens and delay that often accompany traditional
litigation to the maximum extent possible and, therefore, agree that any
dispute, controversy or claim concerning or relating to this agreement (a
"Dispute"), shall be resolved in the following manner:

          (i) Negotiations.

     The parties shall use all reasonable efforts to resolve the Dispute through
direct discussions. The senior management of each party commits itself to
respond promptly to any such Dispute. Within twenty (20) days of written notice
that there is a Dispute, the parties shall meet in Hong Kong or some other
location mutually agreeable to the parties or confer by telephone in an effort
to reach an amicable settlement and to explore alternative means to resolve the
dispute expeditiously (e.g., mediation).

          (ii) Arbitration

     If the Dispute, has not been resolved as a result of the procedure in
subsection (i) above or otherwise within sixty (60) days of the initial written
notice that there is a Dispute (or such additional time to which the parties may
agree), the matter shall be resolved by final and binding arbitration in
accordance with the rules of the World Intellectual Property Organization. The
place of arbitration shall be in Hong Kong, using the facilities of the Hong
Kong International Arbitration Centre if possible. There shall be three
arbitrators, each of whom shall be neutral, independent and impartial. The
language of the arbitration shall be English. Judgment on an arbitral award may
be entered by any court of competent jurisdiction, or application may be made to
such a court for judicial acceptance of the award and any appropriate order
including enforcement. The prevailing party in the arbitration shall be entitled
to its costs and reasonable attorneys fees. The award (including legal fees)
rendered by the arbitrator(s) shall (a) set forth findings of fact and
conclusions of law; (b) be supported by substantial evidence; (c) correctly
apply the Convention or Hong Kong law, as the case may be; and (d) provide only
the remedies that would otherwise be available pursuant to a judicial proceeding
in Hong Kong.

          (iii) Requirements for Award

     Within thirty (30) days after the last day of the arbitration proceeding,
the arbitrator(s) shall deliver to the parties and their counsel a draft of the
proposed award, including proposed written findings of fact and conclusions of
law. Within fifteen (15) days following the delivery of such draft, the parties
may deliver written comments to the arbitrator(s), a copy of which comments
shall be sent to the other parties and their counsel. Within thirty (30) days
after the

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fifteen-day comment period, the arbitrator(s) shall make a final award,
including written findings of fact and conclusions of law.

          (iv) Enforcement of Award

     Provided that the arbitration award sets forth findings of fact and
conclusions of law, and the arbitrator(s) have complied with the procedures set
forth in subsection (iii) above, such award shall be binding and final, except
as otherwise provided by Hong Kong law, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof. A
FAILURE BY THE ARBITRATORS TO MAKE FINDINGS OF FACT AND CONCLUSIONS OF LAW SHALL
BE DEEMED TO RENDER THE AWARD NON-BINDING, AND SHALL BE GROUNDS FOR OVERTURNING
THE AWARD. THE PARTIES SPECIFICALLY AGREE THAT IF THE AWARD DOES NOT SET FORTH
FINDINGS OF FACT AND CONCLUSIONS OF LAW, OR IF THE ARBITRATOR(S) DO NOT FOLLOW
THE PROCEDURES SET FORTH IN SUBSECTION 8g(iii) ABOVE, THE AWARD SHALL BE
NON-BINDING.

     Either party may petition any court of competent jurisdiction to vacate,
confirm or modify any award in respect of intellectual property rights where the
arbitrator(s) findings of fact are not supported by substantial evidence or the
arbitrator(s)' conclusions of law are erroneous.

          (v) Obtaining Information

     If one or more of the parties desires to obtain information from the other
in order to prepare for the arbitration hearing, the parties shall attempt in
good faith to agree on a plan for such an exchange as may be strictly necessary
yet expeditious (e.g., obtaining documents, and the like). Should the parties
fail to reach agreement, any party may request that a joint conference be held
in person or by telephone with the arbitrators to explain points of agreement
and disagreement. The arbitrators shall thereafter promptly determine the scope
of and time allowed for any such information exchange as is permitted by such
commercial rules, except that in no event shall a party be prohibited against
its desires from the following discovery: five (5) depositions of one (1) day
each, of which no more than three (3) may be of employees of the other party;
two (2) sets of interrogatories comprising a total of thirty-five (35)
questions; two (2) sets of requests for admissions comprising a total of ten
(10) requested admissions; and two sets of document requests asking for
documents relevant to the Dispute.

          (vi) Continuing Duties

     Each party is required to continue to perform its obligations under this
Agreement, including without limitation the obligations under Section 4.

          (vii) Terms of Agreement Control

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<PAGE>

     In the event of any inconsistency or discrepancy between the procedural
matters set forth in this Agreement and the above-referenced commercial
arbitration rules, the provisions of this Agreement shall control. This
Agreement to arbitrate shall be specifically enforceable under the prevailing
arbitration law.

          (viii) Court Relief

     Notwithstanding any of the foregoing, CAMD may request injunctive and/or
equitable relief either from the arbitrator or from a court of competent
jurisdiction in order to protect its rights or property, including without
limitation for breach of the confidentiality obligations, use restrictions, and
scope of license limitations under Section 4.

     h. Assignment

     ASMC shall not transfer or assign this Agreement and its rights or
obligations under this Agreement, including by merger, without CAMD's prior
written consent. CAMD shall have the right to transfer or assign this Agreement
and its rights or obligations under this Agreement to any person or entity
acquiring all or substantially all of the assets or stock or CAMD, whether by
merger or otherwise. Any attempted assignment in violation of this Section 8h
will be void. This Agreement will be binding upon, and inure to the benefit of,
the parties and their respective successors and assigns.

     i. Facsimile and Counterpart Signatures

     This Agreement may be executed by facsimile and in counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.

Authorized Signatures

     In order to bind the parties to this Manufacturing Agreement, their duly
authorized representatives have signed their names below on the dates indicated.

Advanced Semiconductor                               California Micro Devices
Manufacturing Corporation                            Corporation
Of  Shanghai

By  /s/ TONY LIU                                     By /s/ ROBERT V. DICKINSON
    ----------------------                              ------------------------
Title: President                                     Title: President and CEO
       -------------------                                  --------------------


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Date Executed: 1/30/02                               Date Executed: 2/20/02
               -----------                                          ------------

Address:                                             Address:

385 Hong Cao Rd                                      215 Topaz Street
--------------------------                           ---------------------------
Shanghai, China                                      Milpitas, CA 95035
--------------------------                           ---------------------------

Fax Number:                                          Fax Number:
           ---------------                                       ---------------

Email Address:                                       Email Address:
              ------------                                         -------------




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                                    Exhibit A

                                     Pricing

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.



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<PAGE>

                                    Exhibit B

                  Yield Bonus Calculation Mechanism and Example

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.




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                                    Exhibit C

                            Process/Product Transfer

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.



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                                    Exhibit D

                                Cancellation Fee

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

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