* Confidential treatment has been granted or requested with respect to portions of this exhibit, and such
confidential portions have been deleted and replaced with "**" and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 or Rule 406.
This Manufacturing Agreement ("Agreement") is finally executed as of March 6, 2007, shall have an effective
date of December 1, 2006 (the "Effective Date") and is by and among Texas Instruments Incorporated, a
Delaware corporation, having its principal place of business at 12500 TI Boulevard, Dallas, Texas 75243 USA
("TI") and Ramtron International Corporation, a Delaware corporation, having its principal place of business at
1850 Ramtron Drive, Colorado Springs, CO 80921 ("Ramtron"). Ramtron and/or TI may be referred to herein
as a "Party" or the "Parties", as the case may require.
WHEREAS, Ramtron is engaged in the business of developing and commercializing ferroelectric memory devices
("FRAMs") and desires to engage a semiconductor manufacturer to manufacture wafers which are comprised of
4 Mb FRAMs in accordance with Ramtron's specifications;
WHEREAS, TI owns facilities for semiconductor manufacture and desires to manufacture wafers for Ramtron;
WHEREAS, the Parties executed a Joint Development and License Agreement ("JDLA") with an effective date
of August 14, 2001, the purpose of which was to create, evaluate and demonstrate FRAMs;
NOW THEREFORE, the Parties agree as follows.
1.0 DEFINITIONS. For the purposes of this Agreement, the following terms will have the meanings set forth
(a) "Confidential Information" means any confidential, proprietary or trade secret information disclosed by one
Party to the other that is in written, graphic, machine readable or other tangible form and is marked
"Confidential", "Proprietary" or in some other manner to indicate its confidential nature. "Confidential Information"
may also include oral information disclosed by one Party to a