Exhibit 10.4
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.
AMENDMENT NUMBER FIFTEEN TO
WAFER SUPPLY AGREEMENT
This Amendment Number Fifteen (this “Amendment”), is effective as of June 23, 2025 (the “Amendment Effective Date”), and amends the Amended and Restated Wafer Supply Agreement that is effective as of April 1, 2003 (the “Original Agreement”), as further amended by Amendment Number One that is effective as of August 11, 2004, Amendment Number Two, that is effective as of April 1, 2008, Amendment Number Three, that is effective as of June 9, 2008, Amendment Number Four, that is effective as of June 13, 2008, Amendment Number Five that is effective as of November 14, 2008, Amendment Number Six that is effective as of November 1, 2015, Amendment Number Seven that is effective as of August 8, 2016, Amendment Number Eight that is effective as of July 26, 2017, Amendment Number Nine that is effective as of February 6, 2019, Amendment Number Ten that is effective as of December 16, 2019, Amendment Number Eleven that is effective as of December 20, 2019, Amendment Number Twelve that is effective as of September 17, 2020, Amendment Number Thirteen that is effective as of February 17, 2022 and Amendment Number Fourteen that is effective as of September 16, 2024 (the “Agreement”), by and between Lapis Semiconductor Co., Ltd., a Japanese corporation having its registered head office at 2-4-8 Shinyokohama, Kouhoku-ku Yokohama 222-8575 Japan (“LAPIS”), and Power Integrations, Ltd. d.b.a. Power Integrations International, Ltd. (“PI”) a Cayman Islands corporation having its principal place of business at 4th Floor, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 32322, Grand Cayman K Y 1-1209, and maintaining a place of business at 51 Newton Road, Goldhill Plaza #20-01/03, Singapore 308900, Singapore (“PI” or “Power Integrations”).
. Unless specifically designated otherwise, capitalized terms used herein shall have the same meanings given them in the Agreement.
RECITALS
WHEREAS, pursuant to the terms of the Agreement, PI grants to LAPIS licenses of certain of PI INTELLECTUAL PROPERTY for the sole purpose of PI acquiring from LAPIS the [***] of certain [***] products; and
WHEREAS, PI and LAPIS desire to amend the terms of the Agreement; and
WHEREAS, in accordance with Section 18.10 of the Agreement, the Agreement may be amended only by an instrument in writing duly executed by authorized representatives of LAPIS and PI.
Now, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Agreement as follows:
AGREEMENT
| 1. | Section 13.1 shall be cancelled and the following shall be substituted therefor; |
This Agreement shall continue in full force and effect from the Effective Date until [***], unless earlier terminated as provided herein ("Term").
| 2. | PI and LAPIS agree that LAPIS will manufacture and supply [***] (“[***]”) for PI in accordance with the Agreement, and that PI will place new orders with LAPIS for [***], and that Exhibit F is added to the Agreement by this Amendment. |
Effective as of the Amendment Effective Date, all references in the Agreement to “the Agreement” or “this Agreement” shall mean the Agreement as amended by this Amendment. Except as expressly amended herein, the terms of the Agreement continue unchanged and shall remain in full force and effect. This Amendment may be executed in one or more counterparts, each of which shall be considered an original, but all of which counterparts together shall constitute one and the same instrument.
[Signatures appear on the next page.]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives, effective as of the Amendment Effective Date,
LAPIS SEMICONDUCTOR CO., LTD. | | POWER INTEGRATIONS, LTD. d.b.a. POWER INTEGRATIONS INTERNATIONAL, LTD. | ||
Signature: | /s/ Kazumasa Wakuno | | Signature: | /s/ Sunil Gupta |
Name: | Kazumasa Wakuno | | Name: | Sunil Gupta |
Title: | President | | Title: | President |
Date: | June 23, 2025 | | Date: | June 23, 2025 |
3
Exhibit F
4
1.7LAPIS will provide a [***] with a maximum capacity of [***] per month.
(a)Pay PI the difference between [***] and the number of wafers delivered by LAPIS and accepted by PI, times [***]
(b)Transfer the [***] the [***], the [***] and the [***] to a location specified by PI, at PI’s expense.
1.12If the Agreement expires before the reimbursement is complete, then LAPIS shall, at PI’s election, either immediately:
(a) Transfer the [***] the [***], the [***] and the [***] to a location specified by PI, at PI’s expense, or
(b) both parties will discuss in good faith the remaining reimbursement.
5
ADDENDUM A
Equipment | Model | Estimated Cost | Actual Cost |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
[***] | [***] | [***] | TBD |
Total Cost | [***] | TBD |
6